That all information, data and materials disclosed or furnished (herein called the Information) by Clayton Capital Partners Acquisition Candidate CO149 (herein called the Company) will be maintained strictly confidential and that, in consideration for such disclosure, no use of the Information will be made by any signing party, or employees of such party, other than for internal evaluation purposes, on a strictly confidential basis.

It is understood that disclosure of any of the Information, including the possibility that the Shareholders may consider sale, disclosure of the current status of the Company, or disclosure of any information to customers, vendors, competitors, or employees of the Company would cause serious financial damage to the Company and/or its affiliates.

The undersigned also agrees that, for the term of this agreement, they will not solicit for employment any person who is currently employed by the Company.

Further, the undersigned agrees not to copy, duplicate, disclose or deliver all or any portion of the Information to a third party or permit any third party to inspect, copy or duplicate the same.

This shall not, however, prevent the undersigned from disclosing to others or using in any manner:

1. Information which has been published and has become part of the public domain other than by acts or omissions by the receiving party.
2. Information which has been furnished or made known to the undersigned by third parties as a matter of right without restriction of disclosure, or
3. Information which the undersigned can show was already in its possession at the time it entered into this Agreement and which was not acquired directly or indirectly from the Company, their representatives, its employees or their representatives.