AMENDED AND RESTATED EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT

Legal Address: 3/F., Baidu Building, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

Party B:            ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Party C:           Beijing BaiduPay Science and Technology Co., Ltd.

Legal Address:

5/F., Baidu Building B, No. 10 Shangdi 10th Street, Haidian District, Beijing

Party A, is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (the “PRC”), which has technology expertise and practical experience in computer software development and design, and also has rich experience and expertise in information technology and service;

Party C, a liability limited company incorporated in the PRC, is licensed by is licensed by Beijing Communications Administration to carry out the business of value-added telecommunication services such as Internet information services;

Party B is the shareholder of Party C. Party B has ownership of 9 % of the equity interest in Party C (the “Equity Interest”);

Party A and Party B entered into an amended and restated loan agreement (the “Loan Agreement”) on September 16, 2014;

Party A and Party C entered into an exclusive technology consulting and services agreement (the “Services Agreement”) on February 28, 2008 and a series of agreements; and

Party A and Party B entered into an amended and restated equity pledge agreement (the “Equity Pledge Agreement”) on September 16, 2014.

Purchase and Sale of Equity Interest

Granting of Rights

Exercise Steps

Purchase Price

If Party A exercises the Option, the purchase price of the Purchased Equity Interest (“Purchase Price”) shall be equal to the actual paid-in capital paid by the Transferor for the Purchased Equity Interest, unless then applicable PRC laws and regulations require appraisal of the Purchased Equity Interest or stipulate other restrictions on the Purchase price.

If the applicable PRC laws require appraisal of the Purchased Equity Interest or stipulate other restrictions on the Purchase Price at the time that Party A exercises the Option, the Parties agree that the Purchase Price shall be set at the lowest price permissible under applicable law.

Transfer of the Purchased Equity Interest

The Transferor shall, in accordance the terms and conditions of this Agreement and the Notice in connection with the Purchased Equity Interest, enter into an equity transfer agreement with Party A and/or the Designated Persons (as applicable) for each transfer in form satisfactory to Party A;

The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite government approvals and consents, and take all necessary actions to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons free of any security interest, and cause Party A and/or the Designated Persons to be the registered owner(s) of the Purchased Equity Interest. In this article and this Agreement, “Security Interest” means guaranty, mortgage, pledge, third-party right or interest, any share option, right of acquisition, right of first refusal, right of set-off, ownership, detainment or other security arrangements. However, it does not include any security interest arising under the Equity Pledge Agreement.

Payment

Covenants Relating to the Equity Interest

Covenants Relating to Party C

Not to supplement, amend or modify Party C’s articles of association in any way, or to increase or decrease its registered capital, or to change its registered capital structure in any way without Party A’s prior written consent;

To maintain the corporate existence of Party C and operate its business and deal with matters prudently and effectively according to good financial and business rules and practices;

Not to sell, transfer, mortgage or otherwise dispose of, or permit any other security interest to be created on, any of Party C’s assets, business or legal or beneficial interests in its revenue at any time after the signing of this Agreement without Party A’s prior written consent;

Not to create, succeed to, guarantee or permit any liability, without Party A’s prior written consent, except (i) liabilities arising from the normal course of business, but not arising from loans; and (ii) liabilities disclosed to Party A and approved by Party A in writing;

To operate persistently all the business in the normal course of business to maintain the value of Party C’s assets, and not to commit any act or omission that would affect its operations and asset value;

Without prior written consent by Party A, not to enter into any material agreement, other than agreements entered into in Party C’s normal course of business (for purpose of this paragraph, an agreement will be deemed material if its value exceeds RMB500,000);

Not to provide loans or credit to any person without Party A’s prior written consent;

To provide all information relating to Party C’s operations and financial conditions upon the request of Party A;

To purchase and maintain insurance from insurance companies accepted by Party A. The amount and category of the insurance shall the same as those of the insurance normally procured by companies engaged in similar businesses and possessing similar properties or assets in the area where Party C is located;

Not to merge or consolidate with, or acquire or invest in, any person without Party A’s prior written consent;

To promptly notify Party A of any pending or threatened suit, arbitration or administrative proceedings concerning Party C’s assets, business or revenue;

To execute all necessary or appropriate documents, to take all necessary or appropriate actions and to bring all necessary or appropriate claims or to make all necessary and appropriate defenses against all claims in order for Party C to maintain the ownership over all its assets;

Not to distribute dividends to Party C’s shareholders in any way without Party A’s prior written consent. However, Party C shall promptly distribute all or part of its distributable profits to its shareholders upon Party A’s request;

At the request of Party A, to appoint persons nominated by Party A to be the directors of Party C;

Covenants Relating to the Transferor

Not to sell, transfer, mortgage or otherwise dispose of, or allow any other security interest to be created on, the legal or beneficial interest in the Equity Interest at any time after the signing of this Agreement without Party A’s prior written consent, other than the pledge created on Party B’s Equity Interest in accordance with the Equity Pledge Agreement;

Without Party A’s prior written consent, not to vote for or sign any shareholders’ resolution at Party C’s shareholders’ meetings to approve the sale, transfer, mortgage or disposition in any other manner of, or the creation of any other security interest on, any legal or beneficial interest in the Equity Interest, except to or for the benefit of Party A or its designated persons;

Without Party A’s prior written consent, not to vote for or sign any shareholders’ resolution at Party C’s shareholders’ meetings to approve Party C’s merger or consolidation with, acquisition of or investment in, any person;

To promptly notify Party A of any pending or threatened suit, arbitration or administrative proceedings concerning the Equity Interest owned by it;

To execute all necessary or appropriate documents, to take all necessary or appropriate actions and to bring all necessary or appropriate claims or to make all necessary and appropriate defenses against all claims in order to maintain his ownership over the Equity Interest;

At the request of Party A, to appoint persons nominated by Party A to be the directors of Party C;

At any time, upon the request of Party A, to transfer its Equity Interest immediately and unconditionally to the representative designated by Party A, and waive its preemptive right with respect to the transfer of equity interest by the other shareholder of Party C;

To fully comply with the provisions of this Agreement and the other agreements entered into jointly or respectively by and among the Transferor, Party C and Party A, perform all obligations under these agreements and not commit any act or omission that would affect the validity and enforceability of these agreements; and

To transfer all dividends and any other form of profit allocated by Party C to Party A.

Covenants Relating to Party A

If Party C needs any loan or other capital support in its business, under acceptable and reasonable scope, Party A shall provide capital support;

If Party C cannot repay the loan from Party A as loss incurred and has sufficient evidence to prove, Party A agrees that it shall give up the rights of requiring Party C to repay the loan.

Representations and Warranties

It has the power and authority to execute and deliver this Agreement, and any equity transfer agreement (“Transfer Agreement”) to which it is party for each transfer of the Purchased Equity under this Agreement and to perform its obligations under this Agreement and any Transfer Agreement. Once executed, this Agreement and any Transfer Agreement to which it is party will constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

The execution, delivery and performance of this Agreement or any Transfer Agreement by it will not: (i) violate any relevant PRC laws and regulations; (ii) conflict with its articles of association or other organizational documents; (iii) violate or constitute a default under any contract or instrument to which it is party or that binds upon it; (iv) violate any condition for the grant and/or continued effectiveness of any permit or approval granted to it; or (v) cause any permit or approval granted to it to be suspended, cancelled or attached with additional conditions;

Party C has good and marketable ownership interest in all of its assets and has not created any security interest on the said assets;

Party C has no outstanding liabilities, except (i) liabilities arising in its normal course of business; and (ii) liabilities disclosed to Party A and approved by Party A in writing;

There are currently no existing, pending or threatened litigation, arbitration or administrative proceedings related to the Equity Interest, Party C’s assets or Party C; and

The Transferor has good and marketable ownership interest in the Equity Interest and has not created any security interest on such Equity Interest, other than the security interest pursuant to the Equity Pledge Agreement.

Assignment of Agreement

Party B and Party C shall not assign their rights and obligations under this Agreement to any third party without the prior written consent of Party A.

Party B and Party C hereby agree that Party A may assign all its rights and obligation under this Agreement to a third party without the consent of Party B and Party C, but such assignment shall be notified in writing to Party B and Party C.

Effective Date and Term

This Agreement shall be effective as of the date first set forth above.

This Agreement is effective from the signing date, and will terminate after the newly created part of Equity Interest owned by Party B has been fully and legally transferred to Party A and/or the Designated Persons according to this Agreement.

If the duration of operation (including any extension thereof) of Party A or Party C is expired or terminated for other reasons within the term set forth in Article 5.2, this Agreement shall be terminated simultaneously, except in the situation where Party A has assigned its rights and obligations in accordance with Article 4.2 hereof.

Applicable Law and Dispute Resolution

Applicable Law

Dispute Resolution

Taxes and Expenses

Notices

Party A: Baidu Online Network Technology (Beijing) Co., Ltd.

Address: 3/F., Baidu Building, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

Facsimile: (▇▇▇)▇▇▇▇-▇▇▇▇

Telephone: (▇▇▇)▇▇▇▇-▇▇▇▇

Party B: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Address:

Facsimile:

Telephone:

Party C: Beijing BaiduPay Science and Technology Co., Ltd.

Address:

5/F., Baidu Building B, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

Facsimile:

Telephone:

Confidentiality

Materials that are or will become known by the public (through no fault of the receiving party);

Materials required to be disclosed by the applicable laws or rules of the stock exchange;

Materials disclosed by each Party to its legal or financial advisors relating the transactions contemplated by this Agreement, and such legal or financial advisors shall comply with the confidentiality provisions similar to this article.

Further Assurances

Miscellaneous

Amendment, Modification or Supplement

Entire Agreement

Severability

Headings

Language and Copies

Successor

Survival

Waiver

Party A: Baidu Online Network Technology (Beijing) Co., Ltd.

Legal Representative/Authorized Representative:         /s/ ▇▇▇▇ ▇▇▇▇

Seal: /s/ Baidu Online Network Technology (Beijing) Co., Ltd.

Party B: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Signature: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Party C: Beijing BaiduPay Science and Technology Co., Ltd.

Legal Representative/Authorized Representative:         /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Seal: /s/ Beijing BaiduPay Science and Technology Co., Ltd.