Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. (a) During the negotiation of this Agreement, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the 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, 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 the Shuhai Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’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 5.1(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 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreement.

Access and Information; Confidentiality. (a) During the negotiation of this Agreement, each of the Company and the Shuhai Subsidiaries ESG Group warrants that is it has given, and have directed its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea 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 DataseaPMIN), 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 the Shuhai SubsidiariesESG Group, as the requesting Party or its Representatives may reasonably request regarding the Shuhai ESG Group’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 5.1(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 negotiation of this Agreement, Datasea PMIN warrants that it has directed its accountants and legal counsel to give the Company, the Shuhai SubsidiariesESG 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 Datasea PMIN as the requesting Party or its Representatives may reasonably request regarding DataseaPMIN’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 the Company or any Shuhai SubsidiaryESG Group, on the one hand, and Datasea or any Datasea SubsidiaryPMIN, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Closing, each of the Company PhotoMedex and the Shuhai Subsidiaries warrants that is has givenPhotoMedex Subsidiaries, on the one hand, and have directed Radiancy and the Radiancy Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Radiancy and will continue through the Radiancy Subsidiaries, on the one hand, and following PhotoMedex and the Closing to givePhotoMedex Subsidiaries, Datasea on the other 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 Dataseathe other Parties), 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 the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 such Party providing such information; provided further that 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 5.1(a4.2(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 ExchangeMerger. (b) During 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 the Company PhotoMedex or any Shuhai PhotoMedex Subsidiary, on the one hand, and Datasea Radiancy or any Datasea Radiancy Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the reciprocal Confidentiality and Non-Use Agreements, dated March 23, 2011, by and between Radiancy and PhotoMedex (the “Confidentiality Agreements”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange Merger are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange Merger other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the ExchangeMerger, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementthe Confidentiality Agreements.

Access and Information; Confidentiality. (a) During Li3 shall give, and shall direct the negotiation of this Agreement, each of the Company Li3 Subsidiaries and its and the Shuhai Subsidiaries warrants that is has given, and have directed its Li3 Subsidiaries’ accountants and legal counsel to give, the Company and will continue through its Representatives (as defined herein), at reasonable times during normal business hours and following upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the Closing 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, 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 Li3 or any Li3 Subsidiary, as the Company or its Representatives may reasonably request regarding Li3’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, 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 Li3’s Representatives to reasonably cooperate with the Company in its investigation; provided, however, that the 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, Datasea Li3 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 DataseaLi3 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 the Shuhai Subsidiariesany Company Subsidiary, as the requesting Party Li3 or its Representatives may reasonably request regarding the Shuhai GroupCompany 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, 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 Partythe Company’s Representatives to reasonably cooperate with the requesting Party Li3 in its investigation; provided provided, however, that the requesting Party conducted and Li3 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 5.1(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 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 Li3 and the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the Mutual Non-Disclosure Agreement, dated as of February 5, 2013, by and between the Company and Li3 (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange transactions contemplated hereby are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange transactions contemplated hereby other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC and FINRA)affiliates, (ii) as required to carry out a Party’s obligations hereunder, (iii) as may be required under this Agreement, or (iiiiv) as may be required to defend any action brought against such Person in connection with the Exchangethis Agreement, and in the case of clause (iiiiv), in accordance with and subject the terms and conditions of this 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.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Effective Time, each of the Company and the Shuhai Subsidiaries warrants that is has givenParty shall give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea other Party 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, financial records of or pertaining to such Party and operating data and other information its subsidiaries (including Tax Returns, internal working work papers, client files, client contracts and director service agreements)) and such financial and operating data and other information, all of or pertaining to the Company or the Shuhai Subsidiaries, foregoing as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 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 during the Executory Period, independent public accountant’s work papers) and to provide a copy of of, or make available, 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 interfere unreasonably interfere with the business or operations of the Party providing such information. No information Neither Parent nor any of its officers, employees or knowledge obtained 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 Party hereto 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 5.1(a4.2 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) will affect resulting directly or be deemed to modify 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 representation or warranty contained herein or the conditions of Chaparral’s Representatives during any visit to the obligations business or property sites of Parent or Merger Sub prior to the completion of the Parties Merger, whether pursuant to consummate the Exchangethis Section 4.2 or otherwise. (b) During 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 ExchangeIntentionally Omitted. (c) All information obtained by the Company or any Shuhai SubsidiaryChaparral, on the one hand, and Datasea Parent or any Datasea SubsidiaryMerger Sub, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the Confidentiality Agreement, dated August 14, 2009, between Parent and Chaparral (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence provisions, terms, conditions, restrictions and terms 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 Exchange Merger are strictly confidential and the Parties hereby agree that they and their respective officersrepresentatives, managersincluding without limitation, shareholders, directors, officers, members, employees, accountantspartners, consultants, legal counsel, financial representatives or advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person party the existence or terms of this Agreement and the Exchange Merger other than with the express prior written consent of the other Parties, except (i) as the Parties may otherwise agree or as may be required by applicable Law Law, rule or regulation, or at the request of any Governmental Authority governmental, judicial, regulatory or supervisory authority having jurisdiction over the such Party a party or any of its Representativesrepresentatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and or regulations of the SEC and or 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 Person party in connection with the ExchangeMerger. 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 in the case of clause (iii)time and place that the disclosure will be made. In such event, in accordance with and subject the terms and conditions of this AgreementParties will work together to draft a disclosure which is acceptable to both parties.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Effective Time, each of Parent, Merger Sub, Bimini and the Company and the Shuhai Subsidiaries warrants that is has givenshall give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following Parent, Merger Sub, Bimini, the Closing to give, Datasea and Company or their 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, financial records of or pertaining to such party and operating data and other information its subsidiaries (including Tax Returns, internal working work papers, client files, client contracts and director service agreements)) and such financial and operating data and other information, all of or pertaining to the Company or the Shuhai Subsidiaries, foregoing as the requesting Party party or its Representatives may reasonably request regarding the Shuhai Groupsuch party’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 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 during the Executory Period, independent public accountant’s work papers) and to provide 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 party shall conduct any such activities in such a manner so as not to interfere unreasonably interfere with the business or operations of the Party party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(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 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 the Company or any Shuhai SubsidiaryCompany, on the one hand, and Datasea Parent or any Datasea SubsidiaryMerger Sub, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject to the terms Mutual Non-Disclosure Agreement, dated as of June 24, 2012, between Parent and conditions of this the Company (the “Confidentiality Agreement”).

Access and Information; Confidentiality. (a) During the negotiation of this AgreementPre-Closing Period, each of the Company Seller and the Shuhai its Subsidiaries warrants that is has givenshall give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea and its respective 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 Dataseathe 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 information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to the Company Seller or the Shuhai its Subsidiaries, as the requesting Party or its Representatives Company may reasonably request regarding any of the Shuhai GroupSeller’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, each as they become available during the Executory Pre-Closing 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 accountants work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Partyparty’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 5.1(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 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their 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 Company 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 the Company or its Subsidiaries have access to any information that, based on advice of counsel, disclosure of such information (i) would violate applicable Laws or at the request of any Governmental Authority having jurisdiction over the Seller or its Subsidiaries, or (ii) would waive attorney-client privilege, and, in each such case, the Company shall only be entitled to withhold those portions of such information which are subject to the foregoing limitations. No information or knowledge obtained by the Company hereto pursuant to this Section 6.2(a) will affect or be deemed to modify any representation or warranty of the Seller or the Shareholders contained herein. (b) The parties hereto acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective Representatives shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Partiesparties hereto, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party party or any of its Representatives, control persons or affiliates Affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC and FINRA), (ii) as required to carry out a Partyparty’s obligations hereunder, or (iii) as may be required to defend any action brought against such Person in connection with the Exchange. (c) Each of the parties hereto 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 in after prior written notice to the other parties, all confidential information of the 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 clause (iii)an action by such party, its Representatives or such other Persons in accordance with and subject the terms and conditions 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 foregoing exception merely because it is embraced in general disclosures in the public domain. In addition, with respect to Intellectual Property, any combination of features shall not be deemed to be within the foregoing 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) During Between the negotiation date of this AgreementAgreement and the Effective Time, each of the Company and the Shuhai Subsidiaries warrants that is has givenwill give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea Parent (and its respective officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents and other representatives, collectively, "Parent Representatives"), at reasonable times during normal business hours and upon reasonable intervals and notice, notice and subject to any confidentiality agreements following advance consultation with third Persons (the existence and scope of which have been disclosed to Datasea)Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial records of or pertaining to the Company and operating data and other information the Company Subsidiaries (including Tax Returns, internal working work papers, client files, client contracts and director service agreements)) and such financial and operating data and other information, all of or pertaining to the Company foregoing as Parent or the Shuhai Subsidiaries, as the requesting Party or its Parent Representatives may reasonably request regarding the Shuhai Group’s business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with Parent and the Parent Representatives in their investigation of the Company and the Company Subsidiaries (including by reading available during the Executory Periodindependent public accountant's work papers), and a copy of each material report, schedule and other document filed with or received by a Governmental Authority the Company 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 Parent and the requesting Party conducted and Parent Representatives shall conduct any such activities in such a manner so as not to interfere unreasonably interfere with the business or operations of the Party providing such informationCompany. No such access, inspections or furnishing of information shall have any adverse effect on Parent or knowledge obtained by any Party hereto pursuant Merger Sub's ability to this Section 5.1(a) will affect or be deemed to modify any representation or warranty contained herein or the assert that conditions to Closing or to the obligations consummation of the Parties to consummate the ExchangeMerger have not been satisfied. (b) During All information obtained by Parent or Merger Sub pursuant to this Section 4.2 shall be kept confidential in accordance with the negotiation of confidentiality agreement, dated October 8, 2007 (the "Confidentiality Agreement"), between Parent and the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, Datasea warrants the Company shall not take any action to waive or release, or to exempt any third party from, any standstill arrangements to which it is a party or the provisions of any Takeover Laws; provided, however, that it has directed its accountants and legal counsel with respect to give the Companysuch standstill arrangements, the Shuhai SubsidiariesCompany may waive appropriate provisions of such arrangements if requested to do so by the other party or parties thereto, and their respective Representatives, and will continue through and following but solely to the Closing extent (i) necessary to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject permit such party or parties to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed submit a Company Takeover Proposal 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC and FINRA)Company's stockholders, (ii) as required that following consultation with outside legal counsel and its financial advisors, the Board determines in good faith that the failure to carry out a Party’s obligations hereunder, or grant such waiver would violate the fiduciary duties of the Board to the stockholders of the Company under all applicable Law and (iii) as may be required to defend any action brought against such Person in connection the Company simultaneously, irrevocably and permanently waives compliance by Parent with paragraph 10 of the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Confidentiality Agreement.

Access and Information; Confidentiality. (a) During Subject to the negotiation terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall allow Buyer and its authorized Representatives to make such reasonable investigation of the business, operations and properties of the Company as Buyer may from time to time reasonably request in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, each officers, employees, agents and other Representatives (including legal counsel and independent accountants) of the Company and the Shuhai Subsidiaries warrants that is has givenproperties and books and records of the Company. Without limiting the Company’s obligations under Section 5.14, the Company shall (A) furnish Buyer and have directed its Representatives, including prospective financing sources, with such financial, operating and other data and information and copies of documents with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request and (B) instruct the employees, counsel, independent accountants and legal counsel to give, and will continue through and following financial advisors of the Closing to give, Datasea Company and its respective RepresentativesSubsidiaries to use their commercially reasonable efforts to cooperate with Buyer in its investigation of the Company and its Subsidiaries. All access and investigation pursuant to this Section 5.3 shall be coordinated through the Company’s Executive Vice President and General Counsel or such other personnel as the parties may agree, at shall occur only upon reasonable times notice and during normal business hours and upon reasonable intervals shall be conducted at Buyer’s expense 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, 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 the Shuhai Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’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 interfere unreasonably interfere with the business or normal operations of the Party providing such informationbusiness of the Company and its Subsidiaries. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(a) will affect or be deemed to modify any representation or warranty contained Notwithstanding anything herein or the conditions to the obligations contrary, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (x) violate or prejudice the rights of its clients, (y) in the Company’s good faith opinion, after consultation with legal counsel, jeopardize the attorney-client privilege of the Parties Company or its Subsidiaries or (z) contravene any Law or any binding agreement entered into prior to consummate the Exchangedate of this Agreement. (b) During 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 The parties hereto 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 hold any confidentiality agreements information which is obtained in connection herewith in accordance 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of the Confidentiality Agreement and, in the event this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of is terminated for any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicablereason, the rules and regulations of the SEC and FINRA), (ii) as required to carry out a Party’s obligations hereunder, parties hereto shall promptly return or (iii) as may be required to defend any action brought against destroy such Person in connection with the Exchange, and in the case of clause (iii), information in accordance with and subject the terms and conditions Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement.

Access and Information; Confidentiality. (a) During the negotiation of this Purchase Agreement, each of the Company and the Shuhai Subsidiaries Ionix warrants that is it has given, and have directed its accountants and legal counsel to givegive the Company, the Company Shareholders, and will continue through and following the 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 Dataseathe 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 the Company or the Shuhai Subsidiaries, Ionix as the requesting Party or its Representatives may reasonably request regarding the Shuhai GroupIonix’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 5.1(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 ExchangeShare Purchase. (b) During 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 the Company or any Shuhai Subsidiaryand the Company Shareholders, on the one hand, and Datasea Parent or any Datasea Parent’s Subsidiary, on the other hand, pursuant to this Purchase Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Purchase Agreement and the Exchange Share Purchase are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Purchase Agreement and the Exchange Share Purchase other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the ExchangeVIE Transaction and the Share Purchase, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Purchase Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Closing, each of the Company and the Shuhai Subsidiaries warrants that is has givenCompany Subsidiaries, on the one hand, and have directed Parent and the Parent Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Parent and will continue through the Parent Subsidiaries, on the one hand, and following the Closing to giveCompany and the Company Subsidiaries, Datasea on the one 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 Dataseathe other Parties), 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 the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 interfere unreasonably interfere with the business or operations of the such Party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(a4.2(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 ExchangeReorganization. (b) During 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 the Company or any Shuhai Company Subsidiary, on the one hand, and Datasea Parent or any Datasea Parent Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the Mutual Confidentiality and Non-Disclosure Agreement, dated January 30, 2009, between Parent and the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange Reorganization are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the existence or terms of this Agreement and the Exchange Reorganization other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the and rules and or regulations of the SEC and FINRAor the 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 Person in connection with the ExchangeReorganization, and in the each case of clause (iii), in accordance with and subject to the terms and conditions of this Confidentiality Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Closing, each of the Company Zoom and the Shuhai Subsidiaries warrants that is has givenZoom Subsidiaries, on the one hand, and have directed Portables and the Portables Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Portables and will continue through the Portables Subsidiaries, on the one hand, and following Zoom and the Closing to giveZoom Subsidiaries, Datasea on the other 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 Dataseathe other Parties), 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 Returnstax returns, internal working papers, client files, client contracts and director or manager service agreements), of or pertaining to the Company or the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 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 conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere with the business or operations of the such Party providing such information; provided further that 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 (as defined herein), 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 5.1(a4.2(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 ExchangePurchase. (b) During 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 the Company Zoom or any Shuhai Zoom Subsidiary, on the one hand, and Datasea Portables or any Datasea Portables Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the reciprocal Confidentiality Agreement, dated April 19, 2011, by and between Portables and Zoom (the “Confidentiality Agreements”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange transactions contemplated hereby are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange transactions contemplated herby other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the ExchangePurchase, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementthe Confidentiality Agreements.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Effective Time, each of the Company and the Shuhai Subsidiaries warrants that is has givenwill give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea Parent (and its respective officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents and other representatives, collectively, "Parent Representatives"), at reasonable times during normal business hours and upon reasonable intervals and notice, notice and subject to any confidentiality agreements following advance consultation with third Persons (the existence and scope of which have been disclosed to Datasea)Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial records of or pertaining to the Company and operating data and other information the Company Subsidiaries (including Tax Returns, internal working work papers, client files, client contracts and director service agreements)) and such financial and operating data and other information, all of or pertaining to the Company foregoing as Parent or the Shuhai Subsidiaries, as the requesting Party or its Parent Representatives may reasonably request regarding the Shuhai Group’s business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with Parent and the Parent Representatives in their investigation of the Company and the Company Subsidiaries (including by reading available during the Executory Periodindependent public accountant's work papers), and a copy of each material report, schedule and other document filed with or received by a Governmental Authority the Company 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 Parent and the requesting Party conducted and Parent Representatives shall conduct any such activities in such a manner so as not to interfere unreasonably interfere with the business or operations of the Party providing such informationCompany. No such access, inspections or furnishing of information shall have any adverse effect on Parent or knowledge Merger Sub's ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. Table of Contents (b) All information obtained by any Party hereto Parent or Merger Sub pursuant to this Section 5.1(a) will affect or 4.2 shall be deemed to modify any representation or warranty contained herein or kept confidential in accordance with the conditions to confidentiality agreement, dated October 8, 2007 (the obligations of "Confidentiality Agreement"), between Parent and the Parties to consummate the ExchangeCompany. (bc) During Notwithstanding anything to the negotiation of contrary contained in this Agreement, Datasea warrants the Company shall not take any action to waive or release, or to exempt any third party from, any standstill arrangements to which it is a party or the provisions of any Takeover Laws; provided, however, that it has directed its accountants and legal counsel with respect to give the Companysuch standstill arrangements, the Shuhai SubsidiariesCompany may waive appropriate provisions of such arrangements if requested to do so by the other party or parties thereto, and their respective Representatives, and will continue through and following but solely to the Closing extent (i) necessary to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject permit such party or parties to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed submit a Company Takeover Proposal 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC and FINRA)Company's stockholders, (ii) as required that following consultation with outside legal counsel and its financial advisors, the Board determines in good faith that the failure to carry out a Party’s obligations hereunder, or grant such waiver would violate the fiduciary duties of the Board to the stockholders of the Company under all applicable Law and (iii) as may be required to defend any action brought against such Person in connection the Company simultaneously, irrevocably and permanently waives compliance by Parent with paragraph 10 of the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Confidentiality Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Effective Time, each of the Company and the Shuhai Subsidiaries warrants that is has givenParty shall give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea other Party and its respective officer, manager, director, employee, accountant, consultant, legal counsel, financial advisor, agent or other representative (collectively, the “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, financial records of or pertaining to such Party and operating data and other information its subsidiaries (including Tax Returns, internal working work papers, client files, client contracts and director service agreements)) and such financial and operating data and other information, all of or pertaining to the Company or the Shuhai Subsidiaries, foregoing as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 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 during the Executory Period, independent public accountant’s work papers) and to provide a copy of of, or make available, 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 interfere unreasonably interfere with the business or operations of the Party providing such information. No information Parent agrees to indemnify and hold Nayarit and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or knowledge obtained death of any Representative of Parent and any loss, damage to or destruction of any property owned by Nayarit or its Subsidiaries or others (including claims or liabilities for loss of use of any Party hereto property) resulting directly or indirectly from the action or inaction of any of Parent’s Representatives (and not resulting from the negligence or willful misconduct of Nayarit, it Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Nayarit or its Subsidiaries prior to the completion of the Amalgamation, whether pursuant to this Section 5.1(a4.2 or otherwise. Nayarit agrees to indemnify and hold Parent harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of Nayarit and any loss, damage to or destruction of any property owned by Parent or others (including claims or liabilities for loss of use of any property) will affect resulting directly or be deemed to modify indirectly (and not resulting from the gross negligence or willful misconduct of Parent or its directors, officers, employees and agents) from the action or inaction of any representation or warranty contained herein or the conditions of Nayarit’s Representatives during any visit to the obligations business or property sites of Parent prior to the completion of the Parties Amalgamation, whether pursuant to consummate the Exchangethis Section 4.2 or otherwise. (b) During the negotiation of this Agreement, Datasea warrants that it has directed its accountants The terms 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange Amalgamation Agreement are strictly confidential and the Parties hereby agree that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) Representatives shall not disclose to the public or to any third Person party the existence or terms of this Agreement and the Exchange Amalgamation Agreement other than with the express prior written consent of the other PartiesParty, except (i) as the Parties may otherwise agree or as may be required by applicable Law Law, rule or regulation, or at the request of any Governmental Authority having jurisdiction over the such a Party or any of its Representatives, control persons Representatives or affiliates Affiliates (including, without limitation, to the extent applicable, the rules and or regulations of the SEC and FINRASEC), (ii) as required to carry out a Party’s obligations hereunder, or (iii) as may be required to defend any action Action brought against such Person Party in connection with this Agreement and the ExchangeAmalgamation Agreement. If a Party is so required to make such a disclosure, it must first provide to the other Party the content of the proposed disclosure, the reasons the disclosure is required, and in the case 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. (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 clause (iii)the proposed disclosure and, in accordance with and subject to the terms and conditions extent practical, obtain the consent of this Agreementthe other Party prior to such disclosure.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Closing, each of the Company and the Shuhai Subsidiaries warrants that is has givenCompany Subsidiaries, on the one hand, and have directed Secure, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Secure, on the one hand, and will continue through the Company and following the Closing to giveCompany Subsidiaries, Datasea on the other 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 Dataseathe other Parties), 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 the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 interfere unreasonably interfere with the business or operations of the such Party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(a4.2(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 Exchangetransactions contemplated hereunder. (b) During 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 the Company or any Shuhai Company Subsidiary, on the one hand, and Datasea or any Datasea SubsidiarySecure, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the Confidentiality Agreement, dated as of July 2, 2009, between Secure and the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the existence or terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the and rules and or regulations of the SEC and FINRAor the 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 Person in connection with the Exchangetransactions contemplated hereby, and in the each case of clause (iii), in accordance with and subject to the terms and conditions of this Confidentiality Agreement.

Access and Information; Confidentiality. (a) During the negotiation of this AgreementThe Company shall afford to Parent and to Parent's accountants, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the 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 representatives access throughout the period prior to all employeesthe Effective Time to its senior management, properties, books, contracts, agreements, commitments, books commitments and records, financial records (including but not limited to tax returns) and operating data and all other information (including Tax Returnsconcerning its business, internal working papers, client files, client contracts properties and director service agreements), of or pertaining to the Company or the Shuhai Subsidiaries, personnel as the requesting Party or its Representatives Parent may reasonably request regarding the Shuhai Group’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 5.1(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 Exchangerequest. (b) During 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 Parent shall afford to the Company or and to its counsel and to the Company Subsidiaries)Shareholders access throughout the period prior to the Effective Time to its senior management, access and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to all offices and other facilities ask questions and to all employees, properties, contracts, agreements, commitments, books receive accurate and records, financial complete answers from Parent concerning the terms 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 Merger and the issuance of shares of Parent Common Stock 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 Exchangethereto. (c) All information obtained by the The Company or any Shuhai Subsidiary, on the one handand its affiliates will hold, and Datasea or any Datasea Subsidiary, on the other hand, pursuant will use their best efforts to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and cause their respective officers, managers, directors, employees, accountants, counsel, consultants, legal counseladvisors and agents to hold, financial advisorsin confidence, agents unless compelled to disclose by judicial or administrative process or by other representatives (collectivelyrequirements of law, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by applicable Law or at this Agreement, and (ii) (after the request of any Governmental Authority having jurisdiction over Closing Date) all confidential documents and information concerning the such Party or any of its RepresentativesCompany, control persons or affiliates (including, without limitation, except to the extent applicablethat such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the rules and regulations public domain through no fault of the SEC Company or (C) later lawfully acquired by the Company from sources other than the Company (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and FINRA)agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) as required to carry out a Party’s obligations hereunder, in the public domain through no fault of Parent or (iii) as later lawfully acquired by Parent from sources other than the Company; provided that Parent may be required disclose such information to defend any action brought against such Person its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the Exchange, transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the case same care with respect to such information as they would take to preserve the confidentiality of clause its own similar information. (iii), e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and subject shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the terms Company all documents and conditions of other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) During Subject to Applicable Law, Competition Law or any applicable Orders, the negotiation Company shall, and shall cause its Subsidiaries to, during the period from and after the date hereof until the Effective Time or the earlier termination of this Agreement, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea upon reasonable advance notice: (i) afford Parent and its respective authorized officers, employees, accountants, counsel, investment bankers, Financing Sources and consultants (collectively, “Representatives”) reasonable access, at Parent’s expense and at reasonable times during normal business hours and upon reasonable intervals and noticehours, and subject in the presence of at least one (1) Representative of the Company, 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 employeespremises, properties, contracts, agreements, commitmentsContracts, books and records, and other documents and financial, operating and other data of the Company and its Subsidiaries as Parent may reasonably request; (ii) furnish to Parent and Merger Sub such financial and operating data and other information that is available relating to the Business (including Tax Returnsbut only to the extent primarily related to the Business) as Parent may reasonably request; and (iii) instruct the appropriate employees of the Company and its Subsidiaries to cooperate reasonably with Parent and its Representatives in connection with the foregoing; provided, internal working papershowever, client filesthat, client contracts in each case, such access, furnishing of information and director service agreementscooperation shall not (w) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (x) require the Company or any of its Subsidiaries to permit any inspection or to disclose any information that would violate the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business (provided, however, that at the reasonable written request of Parent, the Company shall use its reasonable best efforts to obtain the required consent of such third party to such inspection or disclosure), (y) require the Company or any of its Subsidiaries to disclose any information that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege), or (z) require the Company or any of its Subsidiaries to disclose any financial or proprietary information of or pertaining regarding the Affiliates of the Company (excluding the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company (excluding Subsidiaries of the Company) which the Company reasonably deems to be commercially sensitive. Notwithstanding anything expressed or implied in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (1) disclose to any Person, any Tax information or Tax Return that does not relate to the Company or the Shuhai Subsidiaries, as the requesting Party its Subsidiaries or its Representatives may reasonably request (2) provide any information regarding the Shuhai GroupCompany or any of its Subsidiaries in any format or otherwise to manipulate or reconfigure any data regarding the Company’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, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with performance 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 condition 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 5.1(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 Exchangeoperations. (b) During Prior to the negotiation of this AgreementClosing, Datasea warrants that it has directed its accountants and legal counsel to give the CompanyParent, the Shuhai Subsidiaries, Merger Sub and their respective Representatives, and will continue through and following Representatives shall not contact or communicate with (i) 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 employees of which have been disclosed to the Company or any of its Subsidiaries (other than Vxxxxxx Xxxxx, Jxx Xxxxxx and Nxxx Xxxxxxxxxx XxXxxxx) or (ii) the customers and suppliers of the Company Subsidiaries)or any of its Subsidiaries regarding the Business of the Company and its Subsidiaries or this Agreement and the transactions contemplated hereby, access to all offices and other facilities and to all employeesin each case except with the prior consent of the Company (which consent shall not be unreasonably withheld, 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 conditioned 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 delayed to the requirements extent customary for transactions of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if anythis kind)) 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 All requests for information or knowledge obtained by any Party hereto made pursuant to this Section 5.2(b) will affect 6.1 shall be directed to Vxxxxxx Xxxxx, Jxx Xxxxxx or be deemed to modify any representation Nxxx Xxxxxxxxxx XxXxxxx. All such information provided or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange. (c) All information obtained by the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, subsection (a) above shall be kept confidential. The Parties further acknowledge governed by and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose subject to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent Confidentiality Agreement, dated December 12, 2013 between Lightyear Capital LLC, on behalf of the other PartiesCompany, except and Parent (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over “Confidentiality Agreement”). Upon the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicableClosing, the rules Confidentiality Agreement shall terminate and regulations be of the SEC no further force 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementeffect.

Access and Information; Confidentiality. (a) During the negotiation of this Agreement, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the 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, 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 the Shuhai Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’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 5.1(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 negotiation of this Agreement, Datasea warrants that it has directed its accountants and legal counsel to give the 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea SubsidiaryParent and Acquisition Corp, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Agreement Section 6.01 shall affect any representations or otherwisewarranties made herein. Each party shall hold, and shall be kept confidential. The Parties further acknowledge cause its employees and agree agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the existence and terms public other than as a result of this Agreement and the Exchange are strictly confidential and that they and their respective a disclosure by such party or its directors, officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives advisors or (collectively, the “Representatives”c) shall not disclose becomes available to the public or to any third Person the terms of this Agreement and the Exchange such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with the express prior written consent or other obligation of the other Partiessecrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, except however, that (i) as any such information may be required disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations party of the SEC and FINRAconfidential nature of such information), (ii) any disclosure of such information may be made as required to carry out a Party’s obligations hereunder, or which the party hereto furnishing such information has consented in writing and (iii) as any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to defend any action brought against obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such Person party or on its behalf from the other party as a result of this Agreement or in connection with herewith, whether so obtained before or after the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementexecution hereof.

Access and Information; Confidentiality. (a) During the negotiation of this Agreement, each of the Company and the Shuhai Subsidiaries Cody warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea 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 DataseaDeseo), 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 the Shuhai SubsidiariesCody, as the requesting Party or its Representatives may reasonably request regarding the Shuhai GroupCody’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 5.1(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 negotiation of this Agreement, Datasea Deseo warrants that it has directed its accountants and legal counsel to give the Company, the Shuhai SubsidiariesCody, and their respective 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 the Company or the Company SubsidiariesCody), 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 Deseo as the requesting Party or its Representatives may reasonably request regarding DataseaDeseo’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 the Company or any Shuhai SubsidiaryCody, on the one hand, and Datasea or any Datasea SubsidiaryDeseo, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date of this Agreement, each of the Company Agreement and the Shuhai Subsidiaries warrants that is has givenClosing, Inventergy, on the one hand, and have directed Parent, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Inventergy, on the one hand, and will continue through and following Parent, on the Closing to giveother hand, Datasea respectively, and its respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “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 Dataseathe other Parties), 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 the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 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 conducted and shall conduct any such activities in such a manner so as not to interfere unreasonably interfere with the business or operations of the such Party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(a4.02(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 ExchangeMerger. (b) During Except as expressly contemplated by this Agreement, including the negotiation disclosures contemplated by Article V 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 the Company or any Shuhai SubsidiaryInventergy, on the one hand, and Datasea or any Datasea SubsidiaryParent, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject to the terms Non-Disclosure Agreement, effective September 11, 2013, among Inventergy, Parent and conditions of this the other party signatory thereto (the “Confidentiality Agreement”).

Access and Information; Confidentiality. (a) During the negotiation of this AgreementThe Company shall afford to Parent and to Parent's accountants, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the 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 representatives access throughout the period prior to all employeesthe Effective Time to its senior management, properties, books, 30 -26- contracts, agreements, commitments, books commitments and records, financial records (including but not limited to tax returns) and operating data and all other information (including Tax Returnsconcerning its business, internal working papers, client files, client contracts properties and director service agreements), of or pertaining to the Company or the Shuhai Subsidiaries, personnel as the requesting Party or its Representatives Parent may reasonably request regarding the Shuhai Group’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 5.1(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 Exchangerequest. (b) During 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 Parent shall afford to the Company or and to its counsel and to the Company Subsidiaries)Shareholders access throughout the period prior to the Effective Time to its senior management, access and all other information concerning Parent as the Company or a Company Shareholder may reasonably request. The Company Shareholders shall also be afforded the opportunity to all offices and other facilities ask questions and to all employees, properties, contracts, agreements, commitments, books receive accurate and records, financial complete answers from Parent concerning the terms 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 Merger and the issuance of shares of Parent Common Stock 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 Exchangethereto. (c) All information obtained by the The Company or any Shuhai Subsidiary, on the one handand its affiliates will hold, and Datasea or any Datasea Subsidiary, on the other hand, pursuant will use their best efforts to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and cause their respective officers, managers, directors, employees, accountants, counsel, consultants, legal counseladvisors and agents to hold, financial advisorsin confidence, agents unless compelled to disclose by judicial or administrative process or by other representatives (collectivelyrequirements of law, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required all confidential documents and information concerning Parent and its affiliates furnished to the Company or its affiliates or representatives in connection with the transactions contemplated by applicable Law or at this Agreement, and (ii) (after the request of any Governmental Authority having jurisdiction over Closing Date) all confidential documents and information concerning the such Party or any of its RepresentativesCompany, control persons or affiliates (including, without limitation, except to the extent applicablethat such information can be shown to have been (A) previously known on a nonconfidential basis by the Company, (B) in the rules and regulations public domain through no fault of the SEC Company or (C) later lawfully acquired by the Company from sources other than the Parent (with respect to information described in clause (ii) above) or Parent; provided that the Company may disclose such information to its affiliates, stockholders, officers, directors, employees, accountants, counsel, consultants, advisors and FINRA)agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by the Company of the confidential nature of such information and are directed by the Company to treat such information confidentially. The obligation of the Company to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. (d) Prior to the Closing Date and after any termination of this Agreement, Parent and its affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company furnished to Parent or its affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) as required to carry out a Party’s obligations hereunder, in the public domain through no fault of Parent or (iii) as later lawfully acquired by Parent from sources other than the Company; provided that Parent may be required disclose such information to defend any action brought against such Person its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the Exchange, transactions contemplated by this Agreement so long as such persons are informed by Parent of the confidential nature of such information and are directed by Parent to treat such information confidentially. The obligation of Parent to hold any such information in confidence shall be satisfied if it exercises the case same care with respect to such information as they would take to preserve the confidentiality of clause its own similar information. (iii), e) If this Agreement is terminated in accordance with Section 8.1 hereof, Parent shall, and subject shall cause its accountants, counsel and other representatives to immediately destroy or deliver to the terms Company all documents and conditions of other material, and all copies thereof, obtained by Parent or on its behalf from the Company in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Section 8.1 hereof, the Company shall, and shall cause its accountants, counsel and other representatives to, immediately destroy or deliver to Parent all documents and other material, and all copies thereof, obtained by the Company or on its behalf from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Closing, each of the Company Zoom and the Shuhai Subsidiaries warrants that is has givenZoom Subsidiaries, on the one hand, and have directed Portables and the Portables Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Portables and will continue through the Portables Subsidiaries, on the one hand, and following Zoom and the Closing to giveZoom Subsidiaries, Datasea on the other 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 Dataseathe other Parties), 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 Returnstax returns, internal working papers, client files, client contracts and director or manager service agreements), of or pertaining to the Company or the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’s such Party'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 Lawslaws, and independent public accountant’s 's work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s '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 such Party providing such information; provided further that 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 (as defined herein), 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 5.1(a4.2(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 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 informationPurchase. 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 the Company Zoom or any Shuhai Zoom Subsidiary, on the one hand, and Datasea Portables or any Datasea Portables Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the reciprocal Confidentiality Agreement, dated April 19, 2011, by and between Portables and Zoom (the "Confidentiality Agreements4.2(b)Confidentiality Agreements"). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange transactions contemplated hereby are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”"Representatives4.2(b)Representatives") shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange transactions contemplated herby other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC and FINRA), (ii) as required to carry out a Party’s 's obligations hereunder, or (iii) as may be required to defend any action brought against such Person in connection with the ExchangePurchase, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementthe Confidentiality Agreements.

Access and Information; Confidentiality. (a) During From the negotiation date hereof until the earlier of the Closing or the termination of this Agreement, each of the Company shall permit Parent and the Merger Subsidiaries and their respective advisers and other representatives to have access to the Company’s properties, facilities, books, records and employees and provide Parent and the Merger Subsidiaries and their respective advisers and other representatives with such information as Parent from time to time reasonably may request with respect to the Company and its Subsidiaries. The Company shall furnish, or cause to be furnished, to Parent and the Shuhai Merger Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the 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, financial and operating data and other information (including including, without limitation, Tax Returns, internal working papers, client files, client contracts information and director service agreements), of or pertaining the financial information required to be provided by the Company pursuant to Section 6.23) that is available with respect to the Company or the Shuhai Subsidiariesas Parent shall from time to time reasonably request, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’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 any applicable Law, attorney-client privilege, 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 5.1(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 Exchangecontractual restriction. (b) During From and after the negotiation of this AgreementClosing, Datasea warrants that it has directed its accountants Parent and legal counsel to give the Company, the Shuhai Subsidiaries, Surviving Entity (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 Subsidiarieseach Subsidiary thereof), 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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiarythe Representative, on the other hand, pursuant shall promptly afford to this Agreement or otherwisethe other party and such other party’s designees and representatives reasonable access to the books, shall be kept confidential. The Parties further acknowledge records (including accountants’ work papers) and agree that employees of the existence Surviving Entity and terms of this Agreement and its Subsidiaries to the Exchange are strictly confidential and that they and their respective officersextent necessary to permit, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectivelyon the one hand, the “Representatives”) shall not disclose Representative to determine any matter relating to the public Representative’s or the Stockholders’ rights and obligations, or, on the other hand, Parent’s or the Surviving Entity’s rights and obligations, in each case, hereunder or relating to any third Person period ending before the terms of this Agreement and Closing. (c) Notwithstanding anything to the Exchange other than with contrary in Section 6.1(a) or (b), any such access by the express prior written consent of the other Parties, except parties (i) as may shall be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC and FINRA)during normal business hours on reasonable notice, (ii) as shall not be required to carry out a Party’s obligations hereunder, or where such access would be prohibited by applicable Law and (iii) as may be required to defend any action brought against such Person in connection shall not otherwise unreasonably interfere with the Exchangeconduct of the business of the party granting access. Unless otherwise consented to in writing by Parent or the Representative, as applicable, neither the Surviving Entity, any Subsidiary thereof, the Representative nor any Stockholder shall, for a period of seven (7) years after the Closing, destroy, alter or otherwise dispose of any of the material corporate, financial, Tax and in accounting books and records (which shall not include e-mails) of the case of clause (iii)Surviving Entity or any Subsidiary, in accordance with without first offering to surrender to the other party such books and subject the terms and conditions of this Agreementrecords.

Access and Information; Confidentiality. (a) During the negotiation of this AgreementExecutory Period, each of the Company Vitaxel, Vionmall and the Shuhai their respective Subsidiaries warrants that is has givenshall give, and have directed shall direct its accountants and legal counsel to give, Parent and will continue through and following the Closing to give, Datasea and its respective 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 DataseaParent or the Parent 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 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 information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to the Company Parent or the Shuhai Parent Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai GroupParent’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; provided further that in no event shall Vitaxel, Vionmall or their respective 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 5.1(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 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(b7.2(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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Closing, each of the Company and the Shuhai Subsidiaries warrants that is has givenCompany Subsidiaries, on the one hand, and have directed Parent and the Parent Subsidiaries, on the other hand, shall give, and shall direct its accountants and legal counsel to give, Parent and will continue through the Parent Subsidiaries, on the one hand, and following the Closing to giveCompany and the Company Subsidiaries, Datasea on the one 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 Dataseathe other Parties), 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 the Shuhai Subsidiariessuch Party and its subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 interfere unreasonably interfere with the business or operations of the such Party providing such information; provided further that in no event shall a Party have access to any information that (x) based on advice of counsel, could reasonably violate applicable Laws, including U.S. Antitrust Laws, or could jeopardize any legal privilege or (y) in the reasonable judgment of the other Party could (A) result in the disclosure of any trade secrets of third parties 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. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(a4.2(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 ExchangeMerger. (b) During 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 the Company or any Shuhai Company Subsidiary, on the one hand, and Datasea Parent or any Datasea Parent Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to the Confidentiality Agreement, dated October 28, 2010, between Parent and the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange Merger are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange Merger other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the and rules and or regulations of the SEC and FINRAor the 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 Person in connection with the ExchangeMerger, and in the each case of clause (iii), in accordance with and subject to the terms and conditions of this Confidentiality Agreement.

Access and Information; Confidentiality. (a) During the negotiation of this AgreementExecutory Period, each of the Company HWGG and the Shuhai HWGG Subsidiaries warrants that is has givenshall give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea and its respective 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 DataseaCompany), 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 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 information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to the Company or the Shuhai SubsidiariesCompany, as the requesting Party or its Representatives may reasonably request regarding the Shuhai GroupCompany’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; provided further that in no event shall Company, HWGG or HWGG 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 5.1(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 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(b7.2(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 the Company or any Shuhai Subsidiary, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreement.

Access and Information; Confidentiality. (a) During Between the negotiation date hereof and the Closing Date or the earlier termination of this Agreement, each upon reasonable prior written notice and subject to applicable Laws relating to the exchange of information, the Company will provide to Parent and Newco and their respective authorized representatives, during normal business hours, reasonable access to the books, records and management-level personnel of the Acquired Companies; provided that such access shall be in a manner that does not materially interfere with the normal business operations of any Acquired Company. Notwithstanding anything herein to the contrary, (i) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information subject to attorney-client or similar privilege (provided that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable prior written request; and provided, further, that the Company shall use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without affecting attorney-client privilege), (ii) no such access shall be permitted to the extent that it would be in violation of applicable Law, (iii) neither Parent nor its representatives shall contact any suppliers to, or customers of, the Acquired Companies regarding the Acquired Companies or the transactions contemplated hereby prior to the Closing without first obtaining the written consent of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to (iv) no such access shall be permitted for 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, 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 the Shuhai Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’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 5.1(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 Exchangeenvironmental sampling. (b) During For 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 six (6) year period commencing on the Closing to giveDate, at reasonable times during normal business hours Parent and upon reasonable intervals and notice, and the Company (or its successor) will provide the Stockholder Representative (subject to any a confidentiality agreements agreement with third Persons the Ultimate Surviving Corporation) and its authorized representatives access (including the existence and scope of which have been disclosed right to make photocopies) to the Company books and records of the Acquired Companies (or the Company Subsidiaries), access to all offices their successors) and other facilities and written information with respect to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other information the Acquired Companies (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to Datasea their successors) as the requesting Party or its Representatives Stockholder Representative may reasonably request regarding Datasea’s businessfrom time to time, 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 Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant case to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject extent reasonably required for Tax purposes or 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 investigationdefend a Proceeding; provided that no such access shall be granted in connection with any dispute relating to this Agreement or Merger Documents or the requesting Party conducted transactions contemplated thereby or otherwise among the parties, Company Securityholders or their Affiliates. Parent shall, and shall conduct any such activities cause the Acquired Companies to, preserve and keep all material books and records of the Acquired Companies relating to the period prior to the Closing for a period of at least six (6) years from the Closing Date. The obligations of Parent under this Section 5.1(b) shall not be terminated or modified in such a manner so as not to unreasonably interfere with adversely affect any Company Securityholder without the business or operations express written consent of such affected Company Securityholder (it being expressly agreed that the Party providing such information. No information or knowledge obtained by any Party hereto pursuant to Company Securityholders shall be third-party beneficiaries of 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 Exchange5.1(b)). (c) All information obtained by The parties acknowledge that LWI and Focus LLC have previously entered into the Confidentiality Agreement, which will continue in full force and effect in accordance with its terms, and each of the parties thereto and Parent, Newco and the Company or any Shuhai Subsidiary, on the one handwill hold, and Datasea or any Datasea Subsidiary, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms will cause each of this Agreement and the Exchange are strictly confidential and that they and their respective directors, officers, managersemployees, directors, employeesagents and advisors (including attorneys, accountants, consultants, legal counsel, bankers and financial advisors) to hold, agents or other representatives (collectively, the “Representatives”) shall not disclose all information obtained pursuant to the public negotiation and execution of this Agreement or to any third Person the effectuation of the transactions contemplated hereby confidential in accordance with the terms of this Agreement and the Exchange other than with Confidentiality Agreement. Upon the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicableClosing, the rules Confidentiality Agreement will automatically terminate and regulations be of the SEC and FINRA), (ii) as required to carry out a Party’s obligations hereunder, no further force or (iii) as may be required to defend any action brought against such Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementeffect.

Access and Information; Confidentiality. (a) During Between the negotiation date of this AgreementAgreement and the Effective Time, each of the Company and the Shuhai Subsidiaries warrants that is has givenParty shall give, and have directed shall direct its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea other Party and its respective 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 Datasea), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial records of or pertaining to such Party and operating data and other information its subsidiaries (including Tax Returns, internal working work papers, client files, client contracts and director service agreements)) and such financial and operating data and other information, all of or pertaining to the Company or the Shuhai Subsidiaries, foregoing as the requesting Party or its Representatives may reasonably request regarding the Shuhai Groupsuch Party’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 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 during the Executory Period, independent public accountant’s work papers) and to provide a copy of of, or make available, 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 interfere unreasonably interfere with the business or operations of the Party providing such information. No information Neither BBV nor any of its officers, employees or knowledge obtained Representatives, shall conduct any environmental testing or sampling on any of the business or property sites of Migami or its Subsidiaries without the prior written consent of Migami, which consent shall not be unreasonably withheld. BBV agrees to indemnify and hold Migami and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any BBV Representative and any loss, damage to or destruction of any property owned by Migami or its Subsidiaries or others (including claims or liabilities for loss of use of any Party hereto property) resulting directly or indirectly from the action or inaction of any of BBV’s Representatives (and not resulting from the gross negligence or willful misconduct of Migami, its Subsidiaries or their respective directors, managers, officers, employees and agents) during any visit to the business or property sites of Migami or its Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.1(a4.2 or otherwise. Migami agrees to indemnify and hold BBV and BBV Sub harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Migami Representative and any loss, damage to or destruction of any property owned by BBV, BBV Sub or others (including claims or liabilities for loss of use of any property) will affect resulting directly or be deemed to modify indirectly (and not resulting from the gross negligence or willful misconduct of BBV, BBV Sub or their respective directors, officers, employees, special advisors and agents) from the action or inaction of any representation or warranty contained herein or the conditions of Migami’s Representatives during any visit to the obligations business or property sites of BBV or BBV Sub prior to the completion of the Parties Merger, whether pursuant to consummate the Exchangethis Section 4.2 or otherwise. (b) During 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 the Company or any Shuhai SubsidiaryMigami, on the one hand, and Datasea BBV or any Datasea SubsidiaryBBV Sub, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidentialconfidential in accordance with and subject to that certain Mutual Non-Disclosure Agreement and Waiver, dated February 13, 2009, between BBV and Migami (the “NDA“). The Parties further acknowledge and agree that the existence provisions, terms, conditions, restrictions and terms limitations of the NDA: (i) shall continue in full force and effect notwithstanding the execution of this Agreement and the Exchange (ii) are strictly confidential fully incorporated into and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose to the public or to any third Person the terms made a part of this Agreement and the Exchange other than with the express prior written consent of the other Parties, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, control persons or affiliates (including, without limitation, to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this Agreementif fully set forth herein.

Access and Information; Confidentiality. (a) During Subject to Applicable Law, Competition Law or any applicable Orders, the negotiation Company shall, and shall cause its Subsidiaries to, during the period from and after the date hereof until the Effective Time or the earlier termination of this Agreement, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea upon reasonable advance notice: (i) afford Parent and its respective authorized officers, employees, accountants, counsel, investment bankers and consultants (collectively, “Representatives”) reasonable access, at Parent’s expense and at reasonable times during normal business hours and upon reasonable intervals and noticehours, and subject in the presence of at least one (1) Representative of the Company, 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 employeespremises, properties, contracts, agreements, commitments, books and records, records of the Company and its Subsidiaries as Parent may reasonably request; (ii) furnish to Parent and Merger Sub such monthly financial and operating data reports as are prepared by the Company in the ordinary course relating to the Business (but only to the extent directly and other solely related to the Business) as Parent may reasonably request; and (iii) instruct the appropriate employees of the Company and its Subsidiaries to cooperate reasonably with Parent and its Representatives in connection with the foregoing; provided that, in each case, such access, furnishing of information and cooperation shall not (including Tax Returnsw) unreasonably disrupt the operations of the Company or any of its Subsidiaries, internal working papers(x) require the Company or any of its Subsidiaries to permit any inspection or to disclose any information that in the reasonable judgment of the Company or any of its Subsidiaries, client filesas applicable, client contracts and director service agreements)would result in the disclosure of any trade secrets or violate any of their respective obligations or policies with respect to confidentiality, (y) require the Company or any of its Subsidiaries to disclose any privileged information of the Company or any of its Subsidiaries or (z) require the Company or any of its Subsidiaries to disclose any financial or proprietary information of or pertaining regarding the Affiliates of the Company (excluding the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company (excluding Subsidiaries of the Company) which the Company deems to be commercially sensitive or contrary to Applicable Law. Notwithstanding anything expressed or implied in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (1) disclose to any Person, any Tax information or Tax Return that does not relate to the Company or the Shuhai Subsidiaries, as the requesting Party its Subsidiaries or its Representatives may reasonably request (2) provide any information regarding the Shuhai GroupCompany or any of its Subsidiaries in any other format or otherwise to manipulate or reconfigure any data regarding the Company’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, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with performance 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 condition 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 5.1(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 Exchangeoperations. (b) During Prior to the negotiation of this AgreementClosing, Datasea warrants that it has directed its accountants and legal counsel to give the CompanyParent, the Shuhai Subsidiaries, Merger Sub and their respective Representatives, and will continue through and following Representatives shall not contact or communicate with (i) 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 employees of which have been disclosed to the Company or any of its Subsidiaries or (ii) the customers and suppliers of the Company or any of its Subsidiaries), access to all offices and other facilities and to all employeesin each case except with the prior consent of the Company (which consent shall not be unreasonably withheld, 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 conditioned 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 delayed to the requirements extent customary for transactions of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if anythis kind)) 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 All requests for information or knowledge obtained by any Party hereto made pursuant to this Section 5.2(b6.1 shall be directed to Xxxxxxx Sachs & Co. and CIBC World Markets Inc. All such information provided or obtained pursuant to subsection (a) will affect or above shall be deemed to modify any representation or warranty contained herein or the conditions governed by and subject to the obligations terms of the Parties to consummate Confidentiality Agreement, dated August 2, 2011 between the ExchangeCompany and Parent (the “Confidentiality Agreement”). (c) All information obtained Parent and Merger Sub (and, after the Effective Time, the Surviving Corporation) agree to indemnify and hold the Company 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 or Merger Sub, and any loss, damage to or destruction of any property owned by the Company and its Subsidiaries or others (including claims or liabilities for loss of use of any Shuhai Subsidiaryproperty) to the extent resulting directly or indirectly from the action or inaction of any of the Representatives of Parent or Merger Sub during any visit to the business or property sites of the Company and its Subsidiaries prior to the Effective Time, on the one hand, and Datasea or any Datasea Subsidiary, on the other hand, whether pursuant to this Agreement Section 6.1 or otherwise, shall be kept confidential. The Parties further acknowledge and agree that the existence and terms of this Agreement and the Exchange are strictly confidential and that they and their respective officers, managers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents or other representatives (collectively, the “Representatives”) shall not disclose During any visit to the public business or property sites of the Company and its Subsidiaries, each of Parent and Merger Sub shall, and shall cause its respective Representatives accessing such properties to, comply with all Applicable Laws and applicable Orders and all of the safety and security procedures of the Company and its Subsidiaries, and to any third Person the terms of this Agreement and the Exchange other than conduct itself in a manner that could not reasonably be expected to interfere with the express prior written consent operation, maintenance or repair of the other Partiesassets of the Company and its Subsidiaries. None of Parent, except (i) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party Merger Sub or any of their Representatives shall conduct any environmental testing or sampling on any of the business or property sites (including the Leased Facilities) of the Company or its Representatives, control persons or affiliates (including, without limitation, Subsidiaries prior to the extent applicable, the rules and regulations of the SEC 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 Person in connection with the Exchange, and in the case of clause (iii), in accordance with and subject the terms and conditions of this AgreementEffective Time.