Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party shall give, and shall direct its accountants and legal counsel to give, the other Party and its Representatives, at reasonable times and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party and its subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of, or make available, each material report, schedule and other document filed or received pursuant to the requirements of applicable securities Laws; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. Chaparral agrees to indemnify and hold Parent and Merger Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral Representative and any loss, damage to or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, shall not disclose to the public or to any third party the existence or terms of the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. (a) Between During the date negotiation of this Agreement Agreement, each of the Company and the Effective Time, each Party shall giveESG Group warrants that it has given, and shall direct have directed its accountants and legal counsel to give, and will continue through and following the other Party Closing to give, PMIN and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to PMIN), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and such financial and operating data and other information), all of or pertaining to the foregoing Company or the ESG Group, as the requesting Party or its Representatives may reasonably request regarding such Partythe ESG Group’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 5.1(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the Exchange. (b) Intentionally OmittedDuring the negotiation of this Agreement, PMIN warrants that it has directed its accountants and legal counsel to give the Company, the ESG Group, and their respective Representatives, and will continue through and following the Closing to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company or the Company Subsidiaries), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to PMIN as the requesting Party or its Representatives may reasonably request regarding PMIN’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere with the business or operations of the Party providing such information. No information or knowledge obtained by any Party hereto will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange. (c) All information obtained by Chaparralthe Company or any ESG Group, on the one hand, and Parent or Merger SubPMIN, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”)confidential. The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Exchange are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Exchange other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is requiredExchange, and in the time case of clause (iii), in accordance with and place that subject the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesterms and conditions of this Agreement.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party Li3 shall give, and shall direct the Li3 Subsidiaries and its and the Li3 Subsidiaries’ accountants and legal counsel to give, the other Party Company and its RepresentativesRepresentatives (as defined herein), at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company in advance), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and such financial and operating data and other information), all of the foregoing or pertaining to Li3 or any Li3 Subsidiary, as the requesting Party Company or its Representatives may reasonably request regarding such PartyLi3’s or any Li3 Subsidiary’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct Li3’s Representatives to reasonably cooperate with the Company in its investigation; provided provided, however, that the requesting Party Company shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Li3. (b) The Company shall give, and shall direct the Company Subsidiaries and its and the Company Subsidiaries’ accountants and legal counsel to give, Li3 and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Li3 in advance), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to the Company or any Company Subsidiary, as Li3 or its Representatives may reasonably request regarding the Company or any Company Subsidiary’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct the Company’s Representatives to reasonably cooperate with Li3 in its investigation; provided, however, that Li3 shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Party providing such information. Neither Parent nor any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. Chaparral agrees to indemnify and hold Parent and Merger Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral Representative and any loss, damage to or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally OmittedCompany. (c) All information obtained by Chaparral, on Li3 and the one hand, and Parent or Merger Sub, on the other hand, Company pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Mutual Non-Disclosure Agreement, dated August 14as of February 5, 20092013, by and between Parent the Company and Chaparral Li3 (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger transactions contemplated hereby are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger transactions contemplated hereby other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates affiliates, (includingii) as required to carry out a Party’s obligations hereunder, without limitation, the rules or regulations of the SEC or FINRA)(iii) as may be required under this Agreement, or (iv) as may be required to defend any action brought against such party Person in connection with this Agreement, and in the case of clause (iv), in accordance with and subject the terms and conditions of the Confidentiality Agreement. (d) In no event shall a Party have access to any information that (x) based on advice of counsel, disclosure of such information (A) would violate applicable Laws, including U.S. Antitrust Laws, or (B) violate any obligation of such other Party with respect to confidentiality so long as, with respect to confidentiality, such party has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality, or (y) in the reasonable judgment of the other Party, could result in the disclosure of any trade secrets of third parties and, in each such case, such Party shall only be entitled to withhold those portions of such information which are subject to the foregoing limitations. No information or knowledge obtained by any Party hereto pursuant to this Section 4.1 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. (a) Between During the date negotiation of this Agreement Agreement, each of the Company and the Effective Time, each Party shall giveShuhai Subsidiaries warrants that is has given, and shall direct have directed its accountants and legal counsel to give, and will continue through and following the other Party Closing to give, Datasea and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Datasea), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and such financial and operating data and other information), all of or pertaining to the foregoing Company or the Shuhai Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding such Partythe Shuhai Group’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 5.1(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the Exchange. (b) Intentionally OmittedDuring the negotiation of this Agreement, Datasea warrants that it has directed its accountants and legal counsel to give the Company, the Shuhai Subsidiaries, and their respective Representatives, and will continue through and following the Closing to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company or the Company Subsidiaries), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to Datasea as the requesting Party or its Representatives may reasonably request regarding Datasea’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere with the business or operations of the Party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.2(b) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange. (c) All information obtained by Chaparralthe Company or any Shuhai Subsidiary, on the one hand, and Parent Datasea or Merger Subany Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”)confidential. The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Exchange are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Exchange other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is requiredExchange, and in the time case of clause (iii), in accordance with and place that subject the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesterms and conditions of this Agreement.

Access and Information; Confidentiality. (a) Between During the date of this Agreement Pre-Closing Period, the Seller and the Effective Time, each Party its Subsidiaries shall give, and shall direct its accountants and legal counsel to give, the other Party and its RepresentativesCompany, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and such financial and operating data and other information), all of or pertaining to the foregoing Seller or its Subsidiaries, as the requesting Party or its Representatives Company may reasonably request regarding such Partyany of the Seller’s or any of its Subsidiaries’ business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Pre-Closing Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such party’s respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) to reasonably cooperate with the Company in its investigation; provided that the requesting Party Company shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the Party party providing such information. Neither Parent nor any of its officers; provided, employees or Representatives (as defined herein), further that in no event shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral Company or its Subsidiaries without have access to any information that, based on advice of counsel, disclosure of such information (i) would violate applicable Laws or at the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death request of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral Governmental Authority having jurisdiction over the Seller or its Subsidiaries Subsidiaries, or others (including claims or liabilities for loss ii) would waive attorney-client privilege, and, in each such case, the Company shall only be entitled to withhold those portions of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to knowledge obtained by the completion of the Merger, whether Company hereto pursuant to this Section 4.2 6.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion warranty of the Merger, whether pursuant to this Section 4.2 Seller or otherwisethe Shareholders contained herein. (b) Intentionally Omitted. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties parties hereto acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Exchange are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, Representatives shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Exchange other than with the express prior written consent of the other Partiesparties hereto, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a the such party or any of its representativesRepresentatives, control persons or affiliates Affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required Exchange. (c) Each of the parties hereto shall use their best efforts and cause their respective Affiliates and Representatives to make such a disclosureuse their respective best efforts to treat as confidential and hold in strict confidence, it must first provide unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of Law, and after prior written notice to the other Parties the content parties, all confidential information of the proposed Company and the Seller, as the case may be, that is made available in connection with this Agreement, and will not release or disclose such confidential information to any other Person, except to their respective auditors, attorneys, financial advisors and other consultants, agents, and advisors in connection with this Agreement. If the Closing does not occur, (i) such confidence shall be maintained by the parties hereto, and each such party shall use its reasonable efforts to cause its Affiliates and Representatives to maintain such confidence, except to the extent such information comes into the public domain (other than as a result of an action by such party, its Representatives or such other Persons in contravention of this Agreement), and (ii) upon the request of any party, the other party shall promptly return to the requesting party any written materials remaining in its possession, which materials it has received from the requesting party or its Representatives, together with any analyses or other written materials based upon the materials provided. (d) From and after the Closing and until the fifth anniversary of the Closing, the Shareholders shall, and shall cause their respective Representatives to, hold, and shall use their respective reasonable best efforts to cause their Representatives to, hold in confidence any and all non-public or otherwise confidential information, whether written or oral, concerning the Company, the Seller and the Seller’s business and business operations. In the event that a Shareholder or any such Representative becomes legally compelled to disclose any such confidential information, the Shareholder shall provide notice to the Company in writing and consult with the Company regarding the disclosure of such information and use their commercially reasonable efforts to obtain any appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. In the event that such protective order or other remedy is not obtained, or the Company waives compliance with this Section 6.2(d), any such Shareholder shall furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such information. The Shareholders shall promptly furnish (prior to, at, or as soon as practicable following, the date hereof) to the Company any and all copies (in whatever form or medium) of all such confidential information then in the possession of such Shareholder or any of their respective Representatives and, except as otherwise required by Section 6.2(a) to fulfill Seller’s obligations, destroy any and all additional copies then in the possession of any such Shareholder or any of their respective Representatives of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that this Section 6.2(d) shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by any Shareholder or any of their respective Representatives; and provided, further, that, with respect to Intellectual Property, specific information shall not be deemed to be within the reasons foregoing exception merely because it is embraced in general disclosures in the disclosure is required, and the time and place that the disclosure will be madepublic domain. In such eventaddition, with respect to Intellectual Property, any combination of features shall not be deemed to be within the Parties will work together to draft a disclosure which is acceptable to both partiesforegoing exception merely because the individual features are in the public domain unless the combination itself and its principle of operation are in the public domain.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party of PhotoMedex and the PhotoMedex Subsidiaries, on the one hand, and Radiancy and the Radiancy Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Radiancy and the Radiancy Subsidiaries, on the one hand, and PhotoMedex and the PhotoMedex Subsidiaries, on the other Party hand, respectively, and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor ; provided further that in no event shall a Party have access to any information that (x) based on advice of its officerscounsel, employees disclosure of such information (A) would violate applicable Laws, including U.S. Antitrust Laws, or Representatives (as defined herein)B) violate any obligation of such other Party with respect to confidentiality so long as, shall conduct any environmental testing with respect to confidentiality, such party has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality, or sampling on any (y) in the reasonable judgment of the business or property sites of Chaparral or its Subsidiaries without other Party, could result in the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death disclosure of any Parent Representative and any losstrade secrets of third parties and, damage in each such case, such Party shall only be entitled to or destruction withhold those portions of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether knowledge obtained by any Party hereto pursuant to this Section 4.2 4.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Parties to consummate the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by ChaparralPhotoMedex or any PhotoMedex Subsidiary, on the one hand, and Parent Radiancy or Merger Subany Radiancy Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the reciprocal Confidentiality Agreementand Non-Use Agreements, dated August 14March 23, 20092011, by and between Parent Radiancy and Chaparral PhotoMedex (the “Confidentiality AgreementAgreements”). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to and in the other Parties case of clause (iii), in accordance with and subject the content terms and conditions of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesConfidentiality Agreements.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party Parent, Merger Sub, Bimini and the Company shall give, and shall direct its accountants and legal counsel to give, Parent, Merger Sub, Bimini, the other Party and Company or their its Representatives, at reasonable times and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party party and its subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as the requesting Party party or its Representatives may reasonably request regarding such Partyparty’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to the other Party party prior to the date hereof) and instruct such Partyparty’s Representatives to cooperate with the requesting Party party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of, or make available, of each material report, schedule and other document filed or received pursuant to the requirements of applicable securities Laws; provided that the requesting Party party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party party providing such information. Neither Parent nor any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. Chaparral agrees to indemnify and hold Parent and Merger Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral Representative and any loss, damage to or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by Chaparralthe Company, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Mutual Non-Disclosure Agreement, dated August 14as of June 24, 20092012, between Parent and Chaparral the Company (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, shall not disclose to the public or to any third party the existence or terms of the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party of Zoom and the Zoom Subsidiaries, on the one hand, and Portables and the Portables Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Portables and the Portables Subsidiaries, on the one hand, and Zoom and the Zoom Subsidiaries, on the other Party hand, respectively, and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returnstax returns, internal work working papers, client files, client contracts and director or manager service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Lawslaws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor ; provided further that in no event shall a Party have access to any information that (x) based on advice of its officerscounsel, employees or Representatives disclosure of such information (A) would violate applicable laws, including U.S. Antitrust Laws (as defined herein), shall conduct or (B) violate any environmental testing obligation of such other Party with respect to confidentiality so long as, with respect to confidentiality, such party has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality, or sampling on any (y) in the reasonable judgment of the business or property sites of Chaparral or its Subsidiaries without other Party, could result in the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death disclosure of any Parent Representative and any losstrade secrets of third parties and, damage in each such case, such Party shall only be entitled to or destruction withhold those portions of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether knowledge obtained by any Party hereto pursuant to this Section 4.2 4.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the Purchase. (b) Intentionally Omitted. (c) All information obtained by ChaparralZoom or any Zoom Subsidiary, on the one hand, and Parent Portables or Merger Subany Portables Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the reciprocal Confidentiality Agreement, dated August 14April 19, 20092011, by and between Parent Portables and Chaparral Zoom (the “Confidentiality AgreementAgreements”). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger transactions contemplated hereby are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party the existence or Person terms of this Agreement and the Merger transactions contemplated herby other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosurePurchase, it must first provide to and in the other Parties case of clause (iii), in accordance with and subject the content terms and conditions of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesConfidentiality Agreements.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party shall give, and shall direct its accountants and legal counsel to give, the other Party and its RepresentativesRepresentatives (as defined herein), at reasonable times and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party and its subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of, or make available, each material report, schedule and other document filed or received pursuant to the requirements of applicable securities Laws; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party providing such information. Neither Parent BBV nor any of its officers, employees or Representatives (as defined herein)Representatives, shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral Migami or its Subsidiaries without the prior written consent of ChaparralMigami, which consent shall not be unreasonably withheld. Parent BBV agrees to indemnify and hold Chaparral Migami and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent BBV Representative and any loss, damage to or destruction of any property owned by Chaparral Migami or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of ParentBBV’s Representatives (and not resulting from the gross negligence or willful misconduct of ChaparralMigami, it its Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral Migami or its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. Chaparral Migami agrees to indemnify and hold Parent BBV and Merger BBV Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral Migami Representative and any loss, damage to or destruction of any property owned by ParentBBV, Merger BBV Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of ParentBBV, Merger BBV Sub or their respective directors, officers, employees employees, special advisors and agents) from the action or inaction of any of ChaparralMigami’s Representatives during any visit to the business or property sites of Parent BBV or Merger BBV Sub prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by ChaparralMigami, on the one hand, and Parent BBV or Merger BBV Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreementthat certain Mutual Non-Disclosure Agreement and Waiver, dated August 14February 13, 2009, between Parent BBV and Chaparral Migami (the “Confidentiality Agreement”NDA“). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, NDA: (1i) shall continue in full force and effect notwithstanding the execution of this Agreement and (2ii) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, shall not disclose to the public or to any third party the existence or terms of the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. 4.2.1 Each party shall afford to the other party and to its officers, employees, accountants, counsel and other authorized representatives (aincluding lenders) Between full and complete access, upon 24 hours advance telephone notice, during regular business hours, throughout the date period prior to the earlier of the Effective Time or the termination of this Agreement and the Effective TimeAgreement, each Party shall giveif any, and shall direct pursuant to Section 6 hereof, to its accountants and legal counsel to give, the other Party and its Representatives, at reasonable times and upon reasonable intervals and notice, access to all offices and other facilities and to all employeesplants, properties, contracts, agreements, commitments, books and records and those of or pertaining its Subsidiaries, and shall use reasonable efforts to cause its representatives and independent public accountants to furnish to the other party such Party and its subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such additional financial and operating data and other information, all information as to its business and properties and those of the foregoing its Subsidiaries as the requesting Party or other party may from time to time reasonably request. CENTECH shall permit CACI to confirm with suppliers of CENTECH the title to any Assets in such suppliers' possession, and shall permit CACI to confirm with obligors under the Receivables the value and amount thereof. 4.2.2 Each party and its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees representatives will hold in strict confidence all documents and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to information concerning the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of, or make available, each material report, schedule and other document filed or received pursuant to the requirements of applicable securities Laws; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral party and its Subsidiaries harmless from any furnished in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action by the party in violation of this Section 4.2, (ii) in the party's possession at the time of disclosure and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned not acquired by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting the party directly or indirectly from the action other party on a confidential basis or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agentsiii) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. Chaparral agrees to indemnify and hold Parent and Merger Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral Representative and any loss, damage to or destruction of any property owned disclosed by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion of the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other handparty to others on an unrestricted, pursuant non-confidential basis) and will not release or disclose any such documents or information to this Agreement any other person and shall be kept confidential not use nor permit others to use such documents or information except in accordance connection with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution of this Agreement and (2) are fully incorporated into and made a part the transactions contemplated hereby. In the event of the termination of this Agreement as if fully Agreement, each party shall return to the other party all documents, work papers and other material so obtained by it, or on its behalf, and all copies, digests, abstracts or other materials relating thereto, whether so obtained before or after the execution hereof, and will comply with the terms of the confidentiality provisions set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, shall not disclose to the public or to any third party the existence or terms of the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party Inventergy, on the one hand, and Parent, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Inventergy, on the one hand, and Parent, on the other Party hand, respectively, and its respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”), at reasonable times and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountant, if any) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 4.02(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Parties to consummate the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All Except as expressly contemplated by this Agreement, including the disclosures contemplated by Article V of this Agreement, all information obtained by ChaparralInventergy, on the one hand, and Parent or Merger SubParent, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Non-Disclosure Agreement, dated August 14effective September 11, 20092013, between among Inventergy, Parent and Chaparral the other party signatory thereto (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, shall not disclose to the public or to any third party the existence or terms of the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority having jurisdiction over a party or any of its representatives, control persons or affiliates (including, without limitation, the rules or regulations of the SEC or FINRA), or as may be required to defend any action brought against such party in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party of Zoom and the Zoom Subsidiaries, on the one hand, and Portables and the Portables Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Portables and the Portables Subsidiaries, on the one hand, and Zoom and the Zoom Subsidiaries, on the other Party hand, respectively, and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returnstax returns, internal work working papers, client files, client contracts and director or manager service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s 's business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Lawslaws, and independent public accountant's work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party's Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor ; provided further that in no event shall a Party have access to any information that (x) based on advice of its officerscounsel, employees or Representatives disclosure of such information (A) would violate applicable laws, including U.S. Antitrust Laws (as defined herein), shall conduct or (B) violate any environmental testing obligation of such other Party with respect to confidentiality so long as, with respect to confidentiality, such party has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality, or sampling on any (y) in the reasonable judgment of the business or property sites of Chaparral or its Subsidiaries without other Party, could result in the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death disclosure of any Parent Representative and any losstrade secrets of third parties and, damage in each such case, such Party shall only be entitled to or destruction withhold those portions of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether knowledge obtained by any Party hereto pursuant to this Section 4.2 4.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) consummate the Purchase. All information obtained by ChaparralZoom or any Zoom Subsidiary, on the one hand, and Parent Portables or Merger Subany Portables Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the reciprocal Confidentiality Agreement, dated August 14April 19, 20092011, by and between Parent Portables and Chaparral Zoom (the “"Confidentiality Agreement”Agreements4.2(b)Confidentiality Agreements"). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger transactions contemplated hereby are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the "Representatives4.2(b)Representatives") shall not disclose to the public or to any third party the existence or Person terms of this Agreement and the Merger transactions contemplated herby other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party's obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosurePurchase, it must first provide to and in the other Parties case of clause (iii), in accordance with and subject the content terms and conditions of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesConfidentiality Agreements.

Access and Information; Confidentiality. (a) Between 6.3.1 During the date of this Agreement and the Effective TimePre-Closing Period, each Party party hereto and its respective Subsidiaries shall give, and shall direct its accountants and legal counsel to give, the other Party and its Representativesparties hereto, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and ), of or pertaining to such financial and operating data and other informationparty or its Subsidiaries, all of the foregoing as the requesting Party or its Representatives other party may reasonably request regarding such Partyany of the party’s or any of its respective Subsidiaries’ business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Pre-Closing Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such party’s respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) to reasonably cooperate with the other party in its investigation; provided that the requesting Party receiving party shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the Party party providing such information. Neither Parent nor any of its officers; provided, employees or Representatives (as defined herein), further that in no event shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral a party or its Subsidiaries without Representatives have access to any information that, based on advice of counsel, disclosure of such information (i) would violate applicable Laws or at the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death request of any Parent Representative and any lossGovernmental Authority having jurisdiction over the party, damage or (ii) would waive attorney-client privilege, and, in each such case, the disclosing party shall only be entitled to or destruction withhold those portions of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to knowledge obtained by the completion of the Merger, whether receiving party hereto pursuant to this Section 4.2 6.3 will affect or otherwise. Chaparral agrees be deemed to indemnify modify any representation or warranty contained herein. 6.3.2 The parties hereto, and hold Parent and Merger Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral the Shareholders’ Representative and any loss, damage to or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion on behalf of the MergerShareholders, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree Agreement, that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, Representatives shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Transaction other than with the express prior written consent of the other Partiesparties hereto, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a the such party or any of its representativesRepresentatives, control persons Persons or affiliates Affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or FINRAand Nasdaq), or (ii) as required to carry out a party’s obligations hereunder, (iii) as may be required to defend any action brought against such party Person in connection with this Agreement. 6.3.3 Each of the Mergerparties hereto, and the Shareholders’ Representative, on behalf of the Shareholders, shall use their best efforts and cause their respective Affiliates and Representatives to use their respective best efforts to treat as confidential and hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of Law, and after prior written notice to the other parties, all confidential information of the Company, the Seller and the Shareholders, as the case may be, that is made available in connection with this Agreement, and will not release or disclose such confidential information to any other Person, except to their respective auditors, attorneys, financial advisors and other consultants, agents, and advisors in connection with this Agreement. If the Closing does not occur or the Option is not exercised, (i) such confidence shall be maintained by the parties hereto, and each such party shall use its reasonable efforts to cause its Affiliates and Representatives to maintain such confidence, except to the extent such information comes into the public domain (other than as a result of an action by such party, its Representatives or such other Persons in contravention of this Agreement), and (ii) upon the request of any party, the other party shall promptly return to the requesting party any written materials remaining in its possession, which materials it has received from the requesting party or its Representatives, together with any analyses or other written materials based upon the materials provided. 6.3.4 From and after the Closing and until the fifth anniversary of the Closing, the parties shall, and shall cause their respective Representatives to, hold, and shall use their respective reasonable best efforts to cause their Representatives to, hold in confidence any and all non-public or otherwise confidential information, whether written or oral, concerning the Company, the Seller, the Shareholders and the Seller’s business and business operations. If a Party Person or any such Representative becomes legally compelled to disclose any such confidential information, the party shall provide notice to the party who originally provided the confidential information in writing and consult with each other regarding the disclosure of such information and use their commercially reasonable efforts to obtain any appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. In the event that such protective order or other remedy is so not obtained, or the party whose information it originally was waives compliance with this Section 6.3.4, then only that portion of such confidential information which is legally required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is requiredbe provided, and the time and place party must exercise its reasonable best efforts to obtain assurances that the disclosure confidential treatment will be madeaccorded such information. In such eventSection 6.3 shall not apply to any information that, at the Parties will work together to draft a disclosure which time of disclosure, is acceptable to both partiesavailable publicly and was not disclosed in breach of this Agreement by any party hereto or any of their respective Representatives.

Access and Information; Confidentiality. (a) Between During the date of this Agreement and the Effective TimeExecutory Period, each Party of Vitaxel, Vionmall and their respective Subsidiaries shall give, and shall direct its accountants and legal counsel to give, Parent and the other Party and its RepresentativesParent Subsidiaries, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Parent or the Parent Subsidiaries), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements), of or pertaining to Vitaxel, Vionmall or their respective Subsidiaries, as applicable, as the requesting Party may reasonably request regarding their or their Subsidiaries’ business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Party providing such information; provided further that in no event shall Parent or the Parent Subsidiaries have access to any information that, based on advice of counsel, disclosure of such information (A) would violate applicable Laws or at the request of any Governmental Authority having jurisdiction over such Party or (B) would waive attorney-client privilege, and, in each such case, such Party shall only be entitled to withhold those portions of such information which are subject to the foregoing limitations. No information or knowledge obtained by any Party hereto pursuant to this Section 7.2(a) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange. (b) During the Executory Period, each of Parent and the Parent Subsidiaries shall give, and shall direct its accountants and legal counsel to give, Vitaxel, Vionmall and their respective Subsidiaries, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company or the Company Subsidiaries), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other informationinformation (including Tax Returns, all internal working papers, client files, client contracts and director service agreements), of or pertaining to the foregoing Parent or the Parent Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding such PartyParent’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor any of its officers; provided further that in no event shall Vitaxel, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries Vionmall or their respective directorsSubsidiaries have access to any information that, managersbased on advice of counsel, officersdisclosure of such information (A) would violate applicable Laws or at the request of any Governmental Authority having jurisdiction over such Party or (B) would waive attorney-client privilege, employees and agents) during any visit and, in each such case, such Party shall only be entitled to withhold those portions of such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether knowledge obtained by any Party hereto pursuant to this Section 4.2 7.2(b) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwise. (b) Intentionally Omittedconsummate the Exchange. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Exchange are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Exchange other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesExchange.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party shall give, and shall direct its accountants and legal counsel to give, the other Party and its officer, manager, director, employee, accountant, consultant, legal counsel, financial advisor, agent or other representative (collectively, the “Representatives”), at reasonable times and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party and its subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of, or make available, each material report, schedule and other document filed or received pursuant to the requirements of applicable securities Laws; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral Nayarit and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of Parent Representative and any loss, damage to or destruction of any property owned by Chaparral Nayarit or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of ChaparralNayarit, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral Nayarit or its Subsidiaries prior to the completion of the MergerAmalgamation, whether pursuant to this Section 4.2 or otherwise. Chaparral Nayarit agrees to indemnify and hold Parent and Merger Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Chaparral Representative of Nayarit and any loss, damage to or destruction of any property owned by Parent, Merger Sub Parent or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub Parent or their respective its directors, officers, employees and agents) from the action or inaction of any of ChaparralNayarit’s Representatives during any visit to the business or property sites of Parent or Merger Sub prior to the completion of the MergerAmalgamation, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of this Agreement and the Merger Amalgamation Agreement are strictly confidential and the Parties hereby agree that they and their respective representatives, including without limitation, shareholders, directors, officers, members, employees, partners, representatives or advisors, Representatives shall not disclose to the public or to any third party the existence or terms of this Agreement and the Merger Amalgamation Agreement other than with the express prior written consent of the other PartiesParty, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party Party or any of its representatives, control persons Representatives or affiliates Affiliates (including, without limitation, the rules or regulations of the SEC or FINRASEC), or as may be required to defend any action Action brought against such party Party in connection with this Agreement and the MergerAmalgamation Agreement. If a Party is so required to make such a disclosure, it must first provide to the other Parties Party the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesParties. (c) If a Party is required by applicable Laws or stock exchange listing requirements to make public disclosure regarding the transactions contemplated by this Agreement and the Amalgamation Agreement, it shall provide the other Party with a draft of the proposed disclosure and, to the extent practical, obtain the consent of the other Party prior to such disclosure.

Access and Information; Confidentiality. (a) Between During the date negotiation of this Agreement and the Effective TimeAgreement, each Party shall giveCody warrants that is has given, and shall direct have directed its accountants and legal counsel to give, and will continue through and following the other Party Closing to give, Deseo and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Deseo), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and such financial and operating data and other information), all of the foregoing or pertaining to Cody, as the requesting Party or its Representatives may reasonably request regarding such PartyCody’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 5.1(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the Exchange. (b) Intentionally OmittedDuring the negotiation of this Agreement, Deseo warrants that it has directed its accountants and legal counsel to give Cody, and its Representatives, and will continue through and following the Closing to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Cody), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to Deseo as the requesting Party or its Representatives may reasonably request regarding Deseo’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation: provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere with the business or operations of the Party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.2(b) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange. (c) All information obtained by ChaparralCody, on the one hand, and Parent or Merger SubDeseo, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”)confidential. The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Exchange are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Exchange other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is requiredExchange, and in the time case of clause (iii), in accordance with and place that subject the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesterms and conditions of this Agreement.

Access and Information; Confidentiality. (a) Between During the date negotiation of this Agreement and the Effective TimePurchase Agreement, each Party shall give, and shall direct Ionix warrants that it has directed its accountants and legal counsel to givegive the Company, the other Party Company Shareholders, and its Representativeswill continue through and following the Closing to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company or the Company Subsidiaries), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) and such financial and operating data and other information), all of the foregoing or pertaining to Ionix as the requesting Party or its Representatives may reasonably request regarding such PartyIonix’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 5.1(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the Share Purchase. (b) Intentionally Omitted. (c) All information obtained by Chaparralthe Company and the Company Shareholders, on the one hand, and Parent or Merger Subany Parent’s Subsidiary, on the other hand, pursuant to this Purchase Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”)confidential. The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Purchase Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Share Purchase are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Purchase Agreement and the Merger Share Purchase other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to VIE Transaction and the other Parties the content of the proposed disclosure, the reasons the disclosure is requiredShare Purchase, and in the time case of clause (iii), in accordance with and place that subject the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesterms and conditions of this Purchase Agreement.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party of the Company and the Company Subsidiaries, on the one hand, and Parent and the Parent Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Parent and the other Party Parent Subsidiaries, on the one hand, and the Company and the Company Subsidiaries, on the one hand, respectively, and its respective Representatives, at reasonable times and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor ; provided further that in no event shall a Party have access to any information that (x) based on advice of its officerscounsel, employees could reasonably violate applicable Laws, including U.S. Antitrust Laws, or Representatives could jeopardize any legal privilege or (as defined herein), shall conduct any environmental testing or sampling on any y) in the reasonable judgment of the business or property sites of Chaparral or its Subsidiaries without other Party could (A) result in the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death disclosure of any Parent Representative and trade secrets of third parties or (B) violate any lossobligation of such other Party with respect to confidentiality so long as, damage with respect to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly confidentiality, such party has made reasonable efforts to obtain a waiver regarding the possible disclosure from the action third party to whom it owes an obligation of confidentiality. No information or inaction of knowledge obtained by any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 4.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Parties to consummate the Merger, whether pursuant to this Section 4.2 or otherwise. (b) Intentionally Omitted. (c) All information obtained by Chaparralthe Company or any Company Subsidiary, on the one hand, and Parent or Merger Subany Parent Subsidiary, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14October 28, 20092010, between Parent and Chaparral the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party the existence or Person terms of this Agreement and the Merger other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, the and rules or regulations of the SEC or FINRAthe Financial Industry Regulatory Authority), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide in each case in accordance with and subject to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesConfidentiality Agreement.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party of the Company and the Company Subsidiaries, on the one hand, and Parent and the Parent Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Parent and the other Party Parent Subsidiaries, on the one hand, and the Company and the Company Subsidiaries, on the one hand, respectively, and its respective Representatives, at reasonable times and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 4.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the Reorganization. (b) Intentionally Omitted. (c) All information obtained by Chaparralthe Company or any Company Subsidiary, on the one hand, and Parent or Merger Subany Parent Subsidiary, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Mutual Confidentiality and Non-Disclosure Agreement, dated August 14January 30, 2009, between Parent and Chaparral the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Reorganization are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Reorganization other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, the and rules or regulations of the SEC or FINRAthe Financial Industry Regulatory Authority), or as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosureReorganization, it must first provide in each case in accordance with and subject to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesConfidentiality Agreement.

Access and Information; Confidentiality. (a) Between During the date of this Agreement and the Effective TimeExecutory Period, each Party HWGG and HWGG Subsidiaries shall give, and shall direct its accountants and legal counsel to give, the other Party and its RepresentativesCompany, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Company), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements), of or pertaining to HWGG or HWGG Subsidiaries, as applicable, as the requesting Party may reasonably request regarding their or their Subsidiaries’ business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Party providing such information; provided further that in no event shall Company have access to any information that, based on advice of counsel, disclosure of such information (A) would violate applicable Laws or at the request of any Governmental Authority having jurisdiction over such Party or (B) would waive attorney-client privilege, and, in each such case, such Party shall only be entitled to withhold those portions of such information which are subject to the foregoing limitations. No information or knowledge obtained by any Party hereto pursuant to this Section 7.2(a) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange. (b) During the Executory Period, Company shall give, and shall direct its accountants and legal counsel to give HWGG and HWGG Subsidiaries, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other informationinformation (including Tax Returns, all internal working papers, client files, client contracts and director service agreements), of or pertaining to the foregoing Company, as the requesting Party or its Representatives may reasonably request regarding such PartyCompany’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of the Party providing such information. Neither Parent nor ; provided further that in no event shall Company, HWGG or HWGG Subsidiaries have access to any information that, based on advice of its officerscounsel, employees disclosure of such information (A) would violate applicable Laws or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of at the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death request of any Parent Representative and any lossGovernmental Authority having jurisdiction over such Party or (B) would waive attorney-client privilege, damage and, in each such case, such Party shall only be entitled to or destruction withhold those portions of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit such information which are subject to the business foregoing limitations. No information or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether knowledge obtained by any Party hereto pursuant to this Section 4.2 7.2(b) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwise. (b) Intentionally Omittedconsummate the Exchange. (c) All information obtained by Chaparral, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger Exchange are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of this Agreement and the Merger Exchange other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or (i) as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party the such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules or and regulations of the SEC or and FINRA), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesExchange.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeClosing, each Party of the Company and the Company Subsidiaries, on the one hand, and Secure, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Secure, on the one hand, and the Company and the Company Subsidiaries, on the other Party hand, respectively, and its respective Representatives, at reasonable times and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the other Parties), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party records, financial and its subsidiaries operating data and other information (including Tax Returns, internal work working papers, client files, client contracts and director service agreements) ), of or pertaining to such Party and such financial and operating data and other informationits subsidiaries, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in each as they become available during the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide Executory Period, a copy of, or make available, of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the such Party providing such information. Neither Parent nor No information or knowledge obtained by any of its officers, employees or Representatives (as defined herein), shall conduct any environmental testing or sampling on any of the business or property sites of Chaparral or its Subsidiaries without the prior written consent of Chaparral, which consent shall not be unreasonably withheld. Parent agrees to indemnify and hold Chaparral and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Parent Representative and any loss, damage to or destruction of any property owned by Chaparral or its Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the gross negligence or willful misconduct of Chaparral, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Chaparral or its Subsidiaries prior to the completion of the Merger, whether Party hereto pursuant to this Section 4.2 4.2(a) will affect or otherwise. Chaparral agrees be deemed to indemnify and hold Parent and Merger Sub harmless from modify any and all claims and liabilities, including costs and expenses for loss, injury to representation or death of any Chaparral Representative and any loss, damage to warranty contained herein or destruction of any property owned by Parent, Merger Sub or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly (and not resulting from the gross negligence or willful misconduct of Parent, Merger Sub or their respective directors, officers, employees and agents) from the action or inaction of any of Chaparral’s Representatives during any visit conditions to the business or property sites of Parent or Merger Sub prior to the completion obligations of the Merger, whether pursuant Parties to this Section 4.2 or otherwiseconsummate the transactions contemplated hereunder. (b) Intentionally Omitted. (c) All information obtained by Chaparralthe Company or any Company Subsidiary, on the one hand, and Parent or Merger SubSecure, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated August 14as of July 2, 2009, between Parent Secure and Chaparral the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the provisions, terms, conditions, restrictions existence and limitations of the Confidentiality Agreement dated August 14, 2009 between Parent and Chaparral, including without limitation, paragraph 11 thereof, (1) shall continue in full force and effect notwithstanding the execution terms of this Agreement and (2) are fully incorporated into and made a part of this Agreement as if fully set forth herein. (d) The terms and conditions of the Merger are strictly confidential and the Parties hereby agree that they and their respective representativesofficers, including without limitation, shareholdersmanagers, directors, officers, members, employees, partnersaccountants, representatives or consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third party Person the existence or terms of the Merger this Agreement other than with the express prior written consent of the other Parties, except as the Parties may otherwise agree or as may be required by applicable Law, rule or regulation, Law or at the request of any governmental, judicial, regulatory or supervisory authority Governmental Authority having jurisdiction over a party such Party or any of its representativesRepresentatives, control persons or affiliates (including, without limitation, the and rules or regulations of the SEC or FINRAthe Financial Industry Regulatory Authority), or as may be required to defend any action brought against such party Person in connection with the Merger. If a Party is so required to make such a disclosuretransactions contemplated hereby, it must first provide in each case in accordance with and subject to the other Parties the content of the proposed disclosure, the reasons the disclosure is required, and the time and place that the disclosure will be made. In such event, the Parties will work together to draft a disclosure which is acceptable to both partiesConfidentiality Agreement.