IQIYI, INC. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of December 4, 2018 3.75% Convertible Senior Notes due 2023Indenture • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of December 4, 2018 between IQIYI, INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a private company limited by shares incorporated in Hong Kong, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Exclusive Equity Purchase and Transfer Option AgreementPurchase and Transfer Option Agreement • March 15th, 2019 • 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 March 31, 2018:
AMENDED AND RESTATED EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
Amended and Restated Loan AgreementLoan Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
Proxy AgreementProxy Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Proxy Agreement (this “Agreement”) is made as of June 28, 2018 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong, Macau and Taiwan) by and between:
Loan AgreementLoan Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
Amended and Restated Exclusive Equity Purchase and Transfer Option AgreementTransfer Option Agreement • March 15th, 2019 • 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 May 7, 2018:
• Proxy Agreement/Power of AttorneyProxy Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
To effectuate the proxy arrangement regarding the shareholder rights of the Nominee Shareholders, the relevant parties entered into a specific proxy agreement, or the Nominee Shareholder(s) issued a power of attorney to the PRC Subsidiary.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
• Exclusive Equity Purchase Option Agreement (the “Exclusive Option Agreement”)Exclusive Equity Purchase Option Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
• Loan AgreementLoan Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
In addition to the above agreements, the contractual agreements with respect to some Consolidated Entities also include a loan agreement with the principal terms and conditions as below.
Proxy AgreementProxy Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Proxy Agreement (this “Agreement”) is made as of March 31, 2018 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 SHAREHOLDERS AGREEMENT by and among DUXIAOMAN (CAYMAN) LIMITED BAIDU HOLDINGS LIMITED BAIDU (HONG KONG) LIMITED and INVESTOR SHAREHOLDERS AS LISTED HEREIN Dated November 17, 2018Shareholders Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc. • Hong Kong
Termination Agreement of Current Control ContractsTermination Agreement of Current Control Contracts • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Termination Agreement of Current Control Contracts (this “Agreement”) is made as of June 28, 2018 in Beijing, the People’s Republic of China (the “PRC,” for purposes of this Agreement excluding Hong Kong, Macau and Taiwan) by and among:
SHARE PURCHASE AGREEMENT AMENDMENTShare Purchase Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc. • Hong Kong
This Share Purchase Agreement (this “Agreement”) is entered into as of April 28, 2018, by and among Baidu Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Baidu”), Baidu (Hong Kong) Limited, a company incorporated with limited liability under the laws of Hong Kong (“Baidu HK”) and a wholly-owned Subsidiary of Baidu, TPG Bellwether, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“TPG”) and 91 Wireless Websoft Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”, and together with Baidu and Baidu HK, the “Seller Parties” and each, a “Seller Party”). Baidu, Baidu HK, TPG and the Company are each referred to herein as a “Party,” and collectively as the “Parties.” Each other Person which executes and delivers a counterpart signature page to this Agreement as an “Other Investor” after the date hereof and on or prior to April 30, 2018 purs
Termination Agreement of Current Control ContractsTermination Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Termination Agreement of Current Control Contracts (this “Agreement”) is made as of March 31, 2018 in Beijing, the People’s Republic of China (the “PRC,” for purposes of this Agreement excluding Hong Kong, Macau and Taiwan) by and among:
• Equity Pledge AgreementEquity Pledge Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
Equity Transfer AgreementEquity Transfer Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Equity Transfer Agreement (this “Agreement”) is entered into as of June 28, 2018 in Beijing, the People’s Republic of China (the “PRC”), by and between:
• Web Layout Copyright License Agreement (the “Web Layout Agreement”)Web Layout • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
The contractual agreements regarding some Consolidated Entities additionally include a Web Layout Copy Right License Agreement with the principal terms and conditions as follows.
Termination Agreement of Current Control ContractsTermination Agreement of Current Control Contracts • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Termination Agreement of Current Control Contracts (this “Agreement”) is made as of March 31, 2018 in Beijing, the People’s Republic of China (the “PRC,” for purposes of this Agreement excluding Hong Kong, Macau and Taiwan) by and among:
• Operation AgreementOperation Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
Termination Agreement of Current Control ContractsTermination Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Termination Agreement of Current Control Contracts (this “Agreement”) is made as of July 8, 2018 in Beijing, the People’s Republic of China (the “PRC,” for purposes of this Agreement excluding Hong Kong, Macau and Taiwan) by and among:
SHARE PURCHASE AGREEMENT by and among ALI PANINI INVESTMENT LIMITED, each of the individuals and their respective holding companies listed on Schedule I attached hereto, each of the Selling Shareholders (as defined herein) listed on Schedule II...Share Purchase Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc. • Hong Kong
Each of the parties to this Agreement as of the date hereof, and each Exercising Company Share Award Holder (as defined herein) and Rollover Option Holder (as defined herein) who becomes a party to this Agreement prior to the Closing in accordance with the terms hereof, is referred to herein individually as a “Party” and collectively as the “Parties”.
Business Operating AgreementBusiness Operating Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
This Business Operating Agreement (this “Agreement”) is entered into as of June 28, 2018 in Beijing, the People’s Republic of China (“PRC,” for purposes of this Agreement, excluding Hong Kong Macau and Taiwan) by and among:
ContractConsulting and Services Agreement • March 15th, 2019 • Baidu, Inc. • Services-computer programming, data processing, etc.
• Exclusive Technology Consulting and Services Agreement / Exclusive Business Cooperation Agreement (the “Exclusive Services Agreement”)
