0001193125-17-105041 Sample Contracts

AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on January 18, 2017:

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This NOTE PURCHASE AGREEMENT, dated as of January 11, 2017 (this “Agreement”), is entered into by and among Qiyi.com, Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the parties listed on Schedule 1 attached hereto (each party listed on Part A of Schedule 1, a “G1 Investor”, and collectively, the “G1 Investors”; each party listed on Part B of Schedule 1, a “G2 Investor”, and collectively, the “G2 Investors”; and the G1 Investors and G2 Investors collectively, the “Investors”).

AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT
Exclusive Equity Purchase and Transfer Option Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, PRC on October 18, 2016:

Termination Agreement of Current Control Documents
Termination Agreement of Current Control Documents • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Termination Agreement of Current Control Documents (this “Agreement”) is entered into as of June 13, 2016 in Beijing by and among:

Voting Proxy Agreement
Voting Proxy Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Voting Proxy Agreement (this “Agreement”) is entered into as of May 3, 2016 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and between:

Amended and Restated Business Operating Agreement
Business Operating Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Business Operating Agreement (this “Agreement”) is entered into among the following parties in Beijing, PRC as of October 18, 2016:

Amended and Restated Loan Agreement
Loan Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
Equity Transfer Agreement
Equity Transfer Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
Business Operating Agreement
Business Operating Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Business Operating Agreement (this “Agreement”) is entered into as of May 3, 2016 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and among:

AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on January 18, 2017:

Amended and Restated Loan Agreement
Loan Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
Amended and Restated Loan Agreement
Loan Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
Amended and Restated Loan Agreement
Loan Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.
AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE AND TRANSFER OPTION AGREEMENT
Exclusive Equity Purchase and Transfer Option Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, PRC on January 18, 2017:

Amended And Restated Exclusive Equity Purchase and Transfer Option Agreement
Purchase and Transfer Option Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Exclusive Equity Purchase and Transfer Option Agreement (this “Agreement”) is entered into by and among the following parties in Beijing, PRC on June 20, 2016:

AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on October 18, 2016:

Termination Agreement
Termination Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Termination Agreement (this “Agreement”) is entered into as of May 3, 2016 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong, Macau and Taiwan) by and among:

AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into in Beijing, PRC by the following parties on June 20, 2016:

Business Operating Agreement
Business Operating Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Business Operating Agreement (this “Agreement”) is entered into as of June 13, 2016 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and among:

Voting Proxy Agreement
Voting Proxy Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Voting Proxy Agreement (this “Agreement”) is entered into as of June 13, 2016 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and between:

Equity Transfer Agreement
Equity Transfer Agreement • March 31st, 2017 • Baidu, Inc. • Services-computer programming, data processing, etc.

This Equity Transfer Agreement (this “Agreement”) is entered into as of June 13, 2016 in Beijing, the People’s Republic of China (“PRC”) by and between:

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