This Agreement is drafted primarily in contemplation of an IPO in the United States, which the parties recognize may or may not actually occur. In the event the Company completes an IPO in the United States in the form of American depositary receipts (representing American depositary shares), rather than Post-IPO Class A Ordinary Shares, the term “Registrable Securities” and the provisions of this Agreement in respect of Registrable Securities shall apply mutatis mutandis to such American depositary shares, with appropriate adjustments, if any, to give effect to the intention of the parties in such provisions. The parties further agree that, in the event the Company does not complete an IPO in the United States, but rather intends to complete an initial public offering of Post-IPO Class A Ordinary Shares, and the listing or admission for quotation of Post-IPO Class A Ordinary Shares on a securities exchange or quotation system, in a jurisdiction outside the United States, the Parties shall, within a reasonable time prior to the completion of such initial public offering, enter into an agreement replacing this Agreement which shall apply mutatis mutandis, with appropriate adjustments or necessary or advisable to give effect to the intention of the Parties as to the substantive provisions, rights, and obligations of the Parties under this Agreement, and shall take such other actions as may be reasonably required under the applicable securities laws and regulations of such jurisdiction and the applicable rules of such securities exchange or quotation system in order for the Holder to be able to freely sell, under such laws and regulations, all or part of its Registrable Securities from time to time. Each Party further agrees that it shall act (within its power) and cooperate in good faith to give effect to the intention of the Parties as provided in Section 2 hereof.