Introduction

Crayton Corporation is a new, yet progressive company, involved in well diversified business markets, that allow for continued steady business growth. With a current model that is well versed in multiple arenas, Crayton Corporation's unique corporate niche and business strategies will continue to allow us to Progress Forward for years to come.

Corporate Governance Principles

Crayton Corporation’s Board of Directors is entrusted with, and responsible for, the oversight of the assets and business affairs of Crayton Corporation in an honest, air, diligent and ethical manner. This Board has long believed that good corporate governance is critical to our fulfilling our obligations to shareholders. We firmly believe that good governance is a journey, not a destination. Therefore, we are committed to reviewing our governance principles at least annually, with a view to continuous improvement. As our governance processes evolve, we will change this document. One thing that we will not change, however, is our commitment to ensuring the integrity of the Company in all of its dealings with stakeholders. Our continued focus on leadership in corporate governance is an integral part of fulfilling our commitment to shareholders.

Code of Conduct for the Board of Directors

The members of the Board of Directors of Crayton Corporation, acknowledge and accept the scope and extent of our duties as directors. We have a responsibility to carry out our duties in an honest and business-like manner and within the scope of our authority, as set forth in the General Corporation Laws set by the state and in the Certificate of Incorporation and By-Laws of Crayton Corporation. We are entrusted with and responsible for the oversight of the assets and business affairs of Crayton Corporation in an honest, fair, diligent and ethical manner. As Directors we must act within the bounds of the authority conferred upon us and with the duty to make and enact informed decisions and policies in the best interests of Crayton Corporation and its shareholders. The Board of Directors has adopted the following Code of Conduct and our Directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow:

Board Members will:

     (1) Act in the best interests of, and fulfill their fiduciary obligations to, Crayton Corporation's shareholders;
     (2) Act honestly, fairly, ethically and with integrity;
     (3) Conduct themselves in a professional, courteous and respectful manner;
     (4) Comply with all applicable laws, rules and regulations;
     (5) Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
     (6) Act in a manner to enhance and maintain the reputation of Crayton Corporation;
     (7) Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest;
     (8) Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of Crayton Corporation and its Board of Directors;
     (9) Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, except when authorized or legally required to disclose such information; and
     (10) Not use confidential information acquired in the course of their service as Directors for their personal advantage.

A Director who has concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board and the Chair of the Governance Committee, who will determine what action shall be taken to deal with the concern. In the extremely unlikely event that a waiver of this Code for a Director would be in the best interest of the Company, it must be approved by the Governance Committee.

Directors will annually sign a confirmation that they have read and will comply with this Code.

Board Committees & Charters

The Audit Committee reviews the performance, and recommends to the Board the selection and retention, of the Company’s independent auditors. The Audit Committee reviews with the internal auditors and the independent auditors the overall scope and results of their respective audits, the internal accounting and financial controls and the steps management has taken to monitor and control the Company’s major risk exposure.

The Compensation Committee evaluates the performance of the Company’s Chief Executive Officer in consultation with the outside Directors and recommends his compensation to the Board annually; reviews and approves senior management’s compensation; and establishes compensation guidelines for all other officers. The Committee administers the Company’s incentive compensation and stock option plans and develops compensation policies. The Committee has oversight for the detailed disclosure requirements regarding executive compensation.

The Governance Committee sets criteria for Board membership; searches for and screens candidates to fill Board vacancies; recommends appropriate candidates for election each year and, in this regard, evaluates individual Director performance; assesses overall Board performance; considers issues regarding Board composition and size; recommends to the Board the compensation paid to outside Directors; and evaluates the Company’s corporate governance process. The Committee also considers and makes recommendations to the Board regarding shareholder proposals for inclusion in the Company's annual Proxy Statement. In addition, under our majority voting standard for uncontested Director elections, if an incumbent Director fails to be re-elected, the Committee is responsible for making a recommendation to the Board about whether to accept the Director's resignation.

The Corporate Responsibility Committee acts in an advisory capacity to the Company’s management with respect to policies and strategies that affect the Company’s role as a socially responsible organization, including issues pertaining to product safety, workplace safety, employee opportunities and training, diversity, the environment and sustainable supply chain initiatives.

The Board also has an Executive Committee and a Finance Committee. The Executive Committee may exercise most Board powers during the period between Board meetings.

The Finance Committee ensures that the Company's significant financial policies and plans, such as its dividend policy and share repurchase program are considered in appropriate detail in light of the Company's overall strategy and performance. The Committee has principal oversight responsibility with respect to certain material financial matters, including the Company's treasury activities, as well as acquisitions and divestitures that are significant to the Company's business. The Committee annually reviews the Company's worldwide insurance program, banking and trading arrangements, and policies with respect to dividends and share repurchase.

Financial Officer Code of Ethics

The following is the code of ethics the Chief Executive Officer and Senior Financial officers are expected to adhere to:

As the [specify office] of Crayton Corporation (the “Company”), I acknowledge that the Company is committed to honesty and ethical conduct in all areas of its business and that officers with responsibility for the conduct or supervision of the Company’s financial affairs play a special role in preserving and protecting shareholders' interests.

In furtherance of the above and to the best of my ability, I will adhere to the following principles and responsibilities:

     (1) Act at all times in accordance with the Company’s Standards of Business Conduct, a copy of which has been provided to me and with which I will comply;
     (2) Act at all times with integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;
     (3) Address any apparent conflict of interest in personal and professional relationships in accordance with the highest ethical standards and promptly disclose to the General Counsel of the Company the nature of any such conflict of interest or any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest;
     (4) Provide, in the Company’s reports filed with the Securities and Exchange Commission and other public communications, disclosure that is full, fair, accurate, complete, objective, timely and understandable;
     (5) Comply with applicable rules and regulations of all U.S. and non-U.S. governmental entities and other private and public regulatory agencies, including any exchanges on which the Company’s securities may be listed;
     (6) Act in good faith, responsibly, with due care, competence and diligence, and without misrepresenting material facts or circumstances and without seeking improperly to influence or hinder the Company’s independent auditors in any way in the performance of their engagement;
     (7) Act objectively, without allowing my independent judgment to be subordinated;
     (8) Maintain the confidentiality of Company information, except when authorized or otherwise required to make any disclosure, and avoid the use of any Company information for personal advantage;
     (9) Consistent with applicable law, share my knowledge with others within the Company to the extent appropriate to improve communications to the Company's shareholders and other constituents;
     (10) Keep abreast of emerging financial issues relevant to shareholders and other constituents;
     (11) Promote ethical behavior among employees under my supervision;
     (12) Accept accountability for adherence to this Code of Ethics and the Company’s Standards of Business Conduct; andAchieve responsible use of and control over all assets and resources of the Company entrusted to me.

I acknowledge that the Company’s Standards of Business Conduct describe procedures for the internal reporting of violations of such Standards. I will comply with those reporting requirements. I will also promote compliance with them by others under my supervision, as well as prompt reporting by them of violations of such Standards. I further acknowledge that the consequences of my failure to adhere to this Code of Ethics or the Company’s Standards of Business Conduct may result in disciplinary action, up to and including termination.

Standards of Business Conduct for Employees

Crayton Corporation is committed to conducting business ethically and in compliance with the letter and spirit of the law. This commitment is reflected in Crayton Corporation Values. Inherent in each value is our commitment to be ethical, truthful and dependable and this is reflected through our Standards of Business Conduct which serves as a guide to making good decisions and conducting business ethically.

Each year Crayton Corporation's employees certify that they have read and will abide by our Standards of Business Conduct. Employees also complete regular training on the Standards and various laws, regulations and company-specific policies. The international versions of the Standards contain a supplement detailing Crayton Corporations's policy on the Foreign Corrupt Practices Act (FCPA). Employees in Crayton Corporation's international offices certify compliance with their local version of the Standards containing the FCPA supplement. In addition, Crayton Corporation's Global Compliance Office monitors and enforces the company's policies prohibiting money laundering, bribery and doing business with terrorist groups, as directed by the US Patriot Act, the FCPA and Executive Order 13224.

What's Offered

Crayton Corporation offers investors Private Placement opportunities, as the company is not Publicly Traded Company. Unique to the industry, we allow investors the choice of investing in individual projects (e.g. film development) and/or the company as a whole. Our financial team will curtail a portfolio and palpable solution, which encompasses your general interests.

For an investors packet or additional information, or to schedule an in-person appointment, email or call.

Investment Packet

To request an investors packet or additional information, or to schedule an in-person appointment, email us at info@craytoncorp.com or call 800-891-3990.

*Definitions

Private Placement or Non-public Offering) is a funding round of securities which are sold without a initial public offering, usually to a small number of chosen private investors. In the United States, although these placements are subject to the Securities Act of 1933, the securities offered do not have to be registered with the Securities and Exchange Commission if the issuance of the securities conforms to an exemption from registrations as set forth in the Securities Act of 1933 and SEC rules promulated thereunder. Private Placements may typically consist of stocks, shares of common stock or preferred stock or other forms of membership interests, warrants or promissory notes (including convertible promissory notes), and purchasers are often institutional investors such as banks, insurance companies or pension funds.

A Public Company or Publicly Traded Company is a company that has permission to offer its registered securities (stock, bonds, etc.) for sale to the general public, typically through a stock exchange, or occasionally a company whose stock is traded over the counter (OTC) via market makers who use non-exchange quotation services.