[SECOND SUPPLEMENTAL INDENTURE Dated as of August 6 201 3 Between BAIDU, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee US$1,000,000,000 3.250 NOTES DUE 20 18 Company Trustee SECOND SUPPLEMENTAL INDENTURE dated as of August 6, 2013 between Baidu, Inc., an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base Indenture Indenture WHEREAS, the] [Our ref MCR/302152-000009/5680744v6 Baidu, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands 6 August 2013 Dear Sirs Baidu, Inc. Company Registration Statement Commission Act Securities 1 Documents Reviewed We have reviewed originals, copies, drafts or conformed copies of the following documents: 1.1 Memorandum and Articles The certificate of incorporation dated 18 January 2000, the certificate of incorporation] [KADDEN RPS LATE EAGHER LOM LLP S FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com August 6, 2013 Baidu, Inc. Baidu Campus No. 10 Shangdi 10th Street Haidian District, Beijing 100085 People’s Republic of China Re: Baidu, Inc. Registration Statement on Form F-3 Ladies and Gentlemen: We have acted as special counsel to Baidu, Inc.,] [Second Supplemental Indenture, dated as of August 6, 2013, between Baidu, Inc. and The Bank of New York Mellon Opinion of Maples and Calder Opinion of Skadden, Arps, Slate, Meagher & Flom LLP]