DEPOSIT AGREEMENT by and among GRIDSUM HOLDING INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2016Deposit Agreement • September 9th, 2016 • Gridsum Holding Inc. • Services-prepackaged software • New York
Contract Type FiledSeptember 9th, 2016 Company Industry JurisdictionDEPOSIT AGREEMENT, dated as of [DATE], 2016 by and among (i) GRIDSUM HOLDING INC., a company organized and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
GRIDSUM HOLDING INC.Deposit Agreement • September 9th, 2016 • Gridsum Holding Inc. • Services-prepackaged software • New York
Contract Type FiledSeptember 9th, 2016 Company Industry JurisdictionThe Representatives have also advised the Company that the Underwriters will cause the Company to deposit on their behalf all of the Ordinary Shares to be purchased by them hereunder pursuant to the Deposit Agreement, dated as of [·], 2016 (the “Deposit Agreement”), to be entered into among the Company, Citibank, N.A., as depositary (the “Depositary”) and all holders and beneficial owners from time to time of the ADSs. Upon deposit of any Ordinary Shares, the Depositary will issue the ADSs representing the Ordinary Shares so deposited. The ADSs may be evidenced by American Depositary Receipts (the “ADRs”). Each ADS will represent [·] Ordinary Shares and each ADR may represent any number of ADSs. Unless the context otherwise requires, the terms “Underwritten Securities”, “Option Securities” and “Securities” shall be deemed to refer, respectively, to Underwritten Shares, Option Shares and Shares as well as, in each case, to any ADSs representing such securities and the ADRs evidencing su