NON-DISCLOSURE AGREEMENT
The undersigned hereby agrees:

That all information, data and materials disclosed or furnished written or verbal (herein called the Information) by Clayton Capital Partners Acquisition Candidate CO164 (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, employees of the Company or the general public could 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:

Information which has been published and has become part of the public domain other than by acts or omissions by the receiving party.

This agreement shall remain in effect for a term of three years from the execution date hereof and upon request, the receiving party will promptly return all data and materials furnished by the Company and destroy any internal analyses and/or workpapers related to the evaluation of the Company.

Confidential

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For Additional Information Contact
Amanda Promnitz, Associate
8112 Maryland Ave., Suite 250 | St. Louis, MO 63105
Ph 314-725-9939 x 540 | Fax 314-725-9938
apromnitz@claytoncapitalpartners.com