MEMBERSHIP PURCHASE AGREEMENT


BETWEEN


TUSTON BROWN; AS SELLER


AND


CLEARWATER VENTURES, INC.; AS PURCHASER


FEBRUARY 25, 2014


 




    	 



    	 



    

 


MEMBERSHIP PURCHASE AGREEMENT


 


THIS MEMBERSHIP PURCHASE AGREEMENT ("Agreement")
has been made and entered into as of this 25th day of February, 2014, between TUSTON BROWN, an individual resident of Nevada ("Seller")
and CLEARWATER VENTURES, INC., a Nevada Corporation (the "Purchaser"). The Seller and Purchaser are sometimes referred
to herein individually as a "Party" and collectively as the "Parties."


 


RECITALS:


 


WHEREAS, the Parties hereto desire to effect a membership
sale (the "Membership Sale") pursuant to which Purchaser will purchase from Seller all of the membership interests (the
Transferred Interests") of CLEARWATER NEVADA, LLC, a Nevada limited liability corporation (the "Company"), to be
purchased by Purchaser for the consideration set forth herein. The Transferred Interests represent all of the issued and outstanding
membership interests of the Company; and


 


WHEREAS, pursuant to the Membership Sale, Seller will sell,
and Purchaser will purchase, the Transferred Interests;


 


NOW, THEREFORE, in consideration of the premises and of the
mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby covenant and agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


The terms defined in this Article (except as otherwise expressly
provided in this Agreement) for all purposes of this Agreement shall have the respective meanings specified in this Article.


 


"Affiliate" shall mean any entity controlling or
controlled by another person, under common control with another person, or controlled by any entity which controls such person.


 


"Agreement" shall mean this Agreement, and all
the exhibits, schedules and other documents attached to or referred to in the Agreement, and all amendments and supplements, if
any, to this Agreement.


 


"Closing" shall mean the closing of the Transaction
at which the Closing Documents shall be exchanged by the Parties, except for those documents or other items specifically required
to be exchanged at a later time.


 


"Closing Date" shall mean one day from the date
of this agreement plus any extension as provided herein, or such other date as agreed in writing to by the parties on which the
Closing occurs.


 


"Closing Documents" shall mean the papers, instruments
and documents required to be executed and delivered at the Closing pursuant to this Agreement.


 


"Encumbrance" shall mean any charge, claim, encumbrance,
community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or
restriction of any kind, including any restriction on use, voting (in the case of any security), transfer, receipt of income, or
exercise of any other attribute of ownership other than (a) liens for taxes not yet due and payable, or (b) liens that secure the
ownership interests of lessors of equipment.


 


"Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.


 


"Investment Letter" shall mean the investment letter
in the form attached hereto as Appendix A.


 


"Material Adverse Effect" means any change (individually
or in the aggregate) in the general affairs, management, business, goodwill, results of operations, condition (financial or otherwise),
assets, liabilities or prospects (whether or not the result thereof would be covered by insurance) that would be material and adverse
to the designated party.


 


"Ordinary Course of Business" shall mean actions
consistent with the past practices of the designated party which are similar in nature and style to actions customarily taken by
the designated party and which do not require, and in the past have not received, specific authorization by the Board of Directors
of the designated party"


 



    	2



    	 



    




 


"SEC" shall mean the Securities and Exchange Commission.


 


"Securities Act" shall mean the Securities Act
of 1933, as amended.


 


"Transaction" shall mean the Membership Sale contemplated
by this Agreement.


 


The following appendices and schedules are attached to and
form part of this Agreement:


 


APPENDICES


 


Description


 


Appendix A Investment Letter


 


SCHEDULES


 


Description


 


Schedule 2.1Selling Shareholder's Share Ownership


 





ARTICLE II


 


THE TRANSACTION


 


Membership Sale. Subject to the terms and conditions
of the Closing Documents, Seller hereby agree to sell, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase
and accept, the Transferred Interests, in consideration for the delivery of 1,000,000 common shares of Purchaser (the "Purchase
Price") by Purchaser to Seller to be distributed pro-rata based on share ownership of the Company as detailed in Schedule
2.1.


 


Securities Law Matters.


 


Private Offering. The Parties understand that the
common shares of Purchaser to be acquired and delivered to Seller pursuant to the terms of this Agreement will not be registered
under the Securities Act, but will be transferred in reliance upon exemptions available for private transactions, and that each
is relying upon the truth and accuracy of the representations set forth in the Investment Letter signed by Seller and delivered
concurrently with the execution of this Agreement. Each certificate representing common shares of Purchaser in the name of Seller
pursuant to the terms of this Agreement shall bear the following legend:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED
UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Representations and Warranties of the Seller. Seller
hereby represents and warrants to Purchaser that:


 


Organization of the Company, Foreign Qualification. The
Company is duly organized, validly existing, and in good standing under the laws of the state of Nevada and has all requisite corporate
power, franchises, and licenses to own its property and conduct the business in which it is engaged. Each of the Company and Seller
have the full power and authority (corporate or otherwise) to execute, deliver and perform their respective obligations under this
Agreement and the Closing Agreements to which it is a party. A complete set of the Company's corporate records, including its Articles
of Organization, Operating Agreement, minutes, transfer records, have been delivered or made available to Purchaser. The Company
is duly qualified and in good standing as a foreign corporation in every jurisdiction in which such qualification is necessary,
except to the extent the failure to be so qualified is not reasonably expected to result in a Material Adverse Effect.


 



    	3



    	 



    




 


Capitalization; Ownership of Transferred Interests. The
Company has an authorized capital stock consisting of membership interests which are all issued and outstanding. All of the membership
interests in the Company have been validly issued, fully paid, are non-assessable, and were issued in compliance with any preemptive
or similar rights and in compliance with applicable federal and state securities laws. All membership interests held by Seller
were issued in compliance with the exemption set forth in Section 4(2) of the Securities Act The Company does not have any outstanding
subscriptions, options, preferred stock, rights, warrants, convertible securities or other agreements or commitments to issue,
or contracts or any other agreements obligating the Company to issue, or to transfer from treasury, any shares of its capital stock
or membership interests, as applicable, of any class or kind, or securities convertible into such stock or interests. No persons
who are now holders of membership interests in the Company, and no persons who previously were holders of membership interests
in the Company, are or ever were entitled to preemptive rights other than persons who exercised or waived those rights. Neither
the Company nor Seller is a party to any agreement, voting trust, proxy or other agreement or understanding of any character, whether
written or oral, with any other members of the Company with respect to or concerning the purchase, sale or transfer or voting of
membership interests in the Company or any other security of the Company. Seller is the sole beneficial and record holder of the
Transferred Interests. Seller holds the Transferred Interests free and clear of any Encumbrance of any kind whatsoever. The Transferred
Interests represent all of the issued and outstanding membership interests in the Company.


 


 


Subsidiaries. The Company does not have any subsidiaries
(whether held directly or indirectly) or any equity investment in any corporation, partnership, joint venture or other business.


 


Real Estate. The Company does not own any real estate
or any interest in any real estate.


 


Authority Relative to the Closing Documents; Enforceability.
Seller is not suffering from any legal disability which would: (a) prevent him from executing, delivering or performing her
obligations under the Closing Documents or consummating the Transaction, (b) make such execution, delivery, performance or consummation
voidable or subject to necessary ratification, and (c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against Seller and her property. The Closing documents have been duly and validly
executed and delivered by Seller and each constitutes the legal, valid and binding obligation of Seller, enforceable against her
in accordance with their respective terms, except insofar as the enforcement thereof may be limited by the Insolvency/Equity Exceptions.


 


Title to Assets. The Company has good and marketable
title free and clear of any Encumbrance in and to all of the assets and properties identified to Purchaser.


 


Compliance with Other Instruments; Consents. Neither
the execution of any Closing Document nor the consummation of the Transaction will conflict with, violate or result in a breach
or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a termination
of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any assets of the Company under
any provision of the Articles of Organization, Operating Agreement, indenture, mortgage, lien, lease, agreement, contract, instrument,
order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character to which the Company
is bound.


 


Litigation. There are no legal, administrative, arbitration
or other proceedings or claims pending against the Company, nor is the Company subject to any existing judgment which might affect
the financial condition, business, property or prospects of the Company; nor has the Company received any inquiry from an agency
of the federal or of any state or local government about the Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.


 


Compliance with Law and Government Regulations. The
Company is in compliance with, and is not in violation of, applicable federal, state, local or foreign statutes, laws and regulations
(including without limitation, any applicable environmental, building, zoning or other law, ordinance or regulation) affecting
the Company or its properties or the operation of its business. The Company is not subject to any order, decree, judgment or other
sanction of any court, administrative agency or other tribunal.


 


Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants to Seller that:


 


Organization of Purchaser; Foreign Qualification.
Purchaser is duly organized, validly existing, and in good standing under the laws of the state of Nevada and has all requisite
corporate power, franchises, and licenses to own its property and conduct the business in which it is engaged. Purchaser has the
full power and authority (corporate or otherwise) to execute, deliver and perform its obligations under this Agreement and the
Closing Agreements to which it is a party. A complete set of Purchaser's corporate records, including its Articles of Incorporation,
Bylaws, minutes, transfer records, have been delivered or made available to Seller. Purchaser is duly qualified and in good standing
as a foreign corporation in every jurisdiction in which such qualification is necessary, except to the extent the failure to be
so qualified is not reasonably expected to result in a Material Adverse Effect.


 


Capitalization; Ownership of Transferred Interests. Purchaser
has an authorized capital stock consisting of 90,000,000 shares of common stock, par value $0.001 per share, of which no shares
are issued and outstanding and 10,000,000 shares of preferred stock of which no shares are outstanding. All of the shares of Purchaser
have been validly issued, fully paid, arc non-assessable, and were issued in compliance with applicable federal and state securities
laws. Purchaser does not have any outstanding subscriptions, options, preferred stock, rights, warrants, convertible securities
or other agreements or commitments to issue, or contracts or any other agreements obligating Purchaser to issue, or to transfer
from treasury, any shares of its capital stock or membership interests, as applicable, of any class or kind, or securities convertible
into such stock or interests. No persons who are now holders of Purchaser's common stock, and no persons who previously were holders
of Purchaser's common stock, are or ever were entitled to preemptive rights other than persons who exercised or waived those rights.
There is no outstanding vote, plan, pending proposal or right of any person to cause any redemption of Purchaser's common stock.
Neither Purchaser nor any of its Affiliates, is under any obligation, contract or other arrangement to register (or maintain the
registration of) any of its or their securities under federal or state securities laws. The Purchase Price Shares shall be validly
issued from Purchaser's authorized common stock


 


Subsidiaries. Purchaser does not have any subsidiaries
(whether held directly or indirectly) or any equity investment in any corporation, partnership, joint venture or other business,
except as disclosed in the Articles of Incorporation and By-Laws provided to Sellers.


 



    	4



    	 



    




 


Real Estate. Purchaser does not own any real estate
or any interest in any real estate.


 


Authority Relative to the Closing Documents; Enforceability.
Purchaser is not suffering from any legal disability which would: (a) prevent it from executing, delivering or performing its
obligations under the Closing Documents or consummating the Transaction, (b) make such execution, delivery, performance or consummation
voidable or subject to necessary ratification, and (c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against Purchaser and its property. The Closing Documents have been duly and
validly executed and delivered and each constitutes the legal, valid and binding obligation, enforceable against Purchaser in accordance
with their respective terms, except insofar as the enforcement thereof may be limited by the Insolvency/Equity Exceptions.


 


Material Contracts. Except as disclosed in the Corporate
Documents, Purchaser is not a party to or bound by any agreement or contract. Purchaser represents and warrants that all of its
Material Contracts are terminable unilaterally by Purchaser without penalty or restriction or have already been properly terminated.


 


Compliance with Other Instruments; Consents. Neither
the execution of any Closing Document nor the consummation of the Transaction will conflict with, violate or result in a breach
or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or result in a termination
of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any assets of Purchaser under
any provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien, lease, agreement, contract, instrument, order,
judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character to which Purchaser is bound.


 


Litigation. There are no legal, administrative, arbitration
or other proceedings or claims pending against Purchaser, nor is Purchaser subject to any existing judgment which might affect
the financial condition, business, property or prospects of Purchaser; nor has Purchaser received any inquiry from an agency of
the federal or of any state or local government about the Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.


 


Compliance with Law and Government Regulations. Purchaser
is in compliance with, and is not in violation of: applicable federal, state, local or foreign statutes, laws and regulations (including
without limitation, any applicable environmental, building, zoning or other law, ordinance or regulation) affecting Purchaser or
its properties or the operation of its business. Purchaser is not subject to any order, decree, judgment or other sanction of any
court, administrative agency or other tribunal.


 


ARTICLE IV


 


ADDITIONAL COVENANTS AND AGREEMENTS
OF THE PARTIES


 


Brokers or Finders. Each party agrees to hold the
others harmless and to indemnify them against the claims of any persons or entities claiming to be entitled to any brokerage commission,
finder's fee, advisory fee or like payment from such other party based upon actions of the indemnifying party in connection with
the Transaction.


 


ARTICLE V


 


CLOSING DELIVERIES


 


The Closing. The Closing shall take place on or before
the Closing Date (unless such date is extended by the mutual agreement of the Parties) at such location as agreed to by the Parties.
Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings
between the respective legal counsel for Seller and Purchaser, provided such undertakings are satisfactory to each Party's respective
legal counsel.


 


Deliveries by the Purchaser. Purchaser hereby agrees
to deliver, or cause to be delivered, to


 


Seller the following items on Closing:


 


Certified Resolution. Copies of the resolutions, certified
by an officer of Purchaser, of the Board of Directors of Purchaser approving the terms of this Agreement for purposes of Nev. Rev.
Stat. Sec. 78.438(1) and 78.378 - 78.3793.


 


Termination of Contracts. Evidence satisfactory to
Seller that all material contracts and all payables and liabilities have been terminated without any payment by, or continuing
liability to, the Company.


 


Stock Certificates. A stock certificate or certificates
representing the Purchase Price Shares issued in the name Seller.


 


Transfer Agent Direction. A direction of Purchaser
to its transfer agent to register the Purchase Price Shares in the name of Seller with the legend set forth in Article II of this
Agreement or such legend as is otherwise required by law.


 


Deliveries by Seller. Seller hereby agrees to deliver
to the Purchaser the following items on Closing:


 


Certified Resolutions. Copies of a resolution, certified
by an officer of the Company, approving the terms of this Agreement and approving the sale of the Transferred Interests.


 


Investment Letter. The Investment Letter, executed
by Seller.


 



    	5



    	 



    




 


ARTICLE VI


 


CONDITIONS PRECEDENT TO PURCHASER'
OBLIGATION TO CLOSE


 


Purchaser's obligation to purchase the Transferred Share
and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to Closing,
of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):


 


Performance of Covenants. Seller shall have performed
all covenants and agreements required to be completed prior to or on closing, including completion of the deliveries required by
Article V of this Agreement


 


Accuracy of Representations. All of Seller's representations
and warranties in this Agreement must have been accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the Closing Date.


 


ARTICLE VII


 


CONDITIONS PRECEDENT TO SELLERS'S
OBLIGATION TO CLOSE


 


The Seller's obligation to sell the Transferred Interests
and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to Closing,
of each of the following conditions (any of which may be waived by the Sellers, in whole or in part):


 


Performance of Covenants: Purchaser shall have performed
all covenants and agreements required to be completed prior to or on closing, including completion of the deliveries required by
Article V of this Agreement.


 


Accuracy of Representations. All of Purchaser's representations
and warranties in this Agreement must have been accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the Closing Date.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Assignability and Parties in Interest. This Agreement
shall not be assignable by either of the Parties hereto without the consent of all other Party hereto" This Agreement shall
inure to the benefit of and be binding upon the Parties hereto and their respective successors. Nothing in this Agreement is intended
to confer, expressly or by implication, upon any other person any rights or remedies under or by reason of this Agreement.


 


Not Arms Length Agreement. Each Party recognizes that
this Transaction was not consummated at arm’s length and may be considered a "related party transaction" under
SEC rules and regulations.


 


Governing Law. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of Nevada. Each of the parties hereto consents to the personal
jurisdiction of the federal and state courts in the State of Nevada in connection with any action arising under or brought with
respect to this Agreement.


 


Counterparts. This Agreement may be executed as of
the same effective date in one or more counterparts, each of which shall be deemed an original.


 


Headings. The headings and subheadings contained in
this Agreement are included solely for ease of reference, and are not intended to give a full description of the contents of any
particular Section and shall not be given any weight whatever in interpreting any provision of this Agreement.


 


Pronouns, Etc. Use of male, female and neuter pronouns
in the singular or plural shall be understood to include each of the other pronouns as the context requires. The word "and"
includes the word "or". The word "or" is disjunctive but not necessarily exclusive"


Complete Agreement. This Agreement, the Appendices
hereto, and the documents delivered pursuant hereto or referred to herein or therein contain the entire agreement between the parties
with respect to the Transaction and, except as provided herein, supersede all previous negotiations, commitments and writings.


 


Modifications, Amendments and Waivers. This Agreement
shall not be modified or amended except by a writing signed by each of the Parties hereto.


 



    	6



    	 



    




 


Severability. If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms and provisions
of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction
is not affected in any manner adverse to any party hereto. Upon any such determination that any term or other provision is invalid,
illegal, or incapable of being enforced, the Parties hereto will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in any acceptable manner to the end that the Transaction are consummated
to the extent possible.


 


IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.


 


Clearwater Ventures, Inc., "Purchaser"


 





By: /s/ Tuston Brown


Tuston Brown, President


 





Tuston Brown, “Seller”


 


/s/ Tuston Brown 


 




    	7



    	 



    

 


APPENDIX A


INVESTMENT LETTER


 


To Whom It May Concern:


 


In connection with the purchase of 1,000,000 shares of the
common stock (the "Shares") of Clearwater Ventures, Inc. (the "Corporation") by Tuston Brown ("Brown")
pursuant to a Membership Purchase Agreement dated the 25th of February, 2014 (the "Membership Purchase Agreement"), the
undersigned hereby makes the following acknowledgments, representations and warranties:


 


l. Investment Intent. Brown is acquiring the Shares
for investment solely for his/her/its own account and not with a present view to any distribution, transfer or resale to others,
including any "distribution" within the meaning of Securities Act of 1933, as amended, (the "Securities Act").
Brown understands that the Shares have not and will not be registered under the Securities Act by reason of a specific exemption
from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide
nature of the investment intent and the accuracy of my representations made herein.


 


2. Financial Ability. Brown is financially able
to bear the economic risks of an investment in the Corporation and has no need for liquidity in this investment. Furthermore, the
financial capacity of Brown is of such a proportion that the total cost of Brown's commitment is not material when compared with
her total committed capital Brown is financially able to suffer a complete loss of this investment.


 


3. Experience. Brown has such knowledge and experience
in financial and business matters in general and with respect to investments of a nature similar to that evidenced by the Shares
so as to be capable, by reason of such knowledge and experience, of evaluating the merits and risks of, and making an informed
business decision with regard to, and protecting his own interests in connection with, the acquisition of the Shares.


 


4. Limited Public Market. Brown understands that
no public market now exists for any of the securities of the Corporation and that the Corporation has made no assurances that an
active market will ever exist for the Corporation's securities.


5. Restricted Legend. Brown acknowledges that
certificates representing the Shares will bear a legend substantially as follows:


 


THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED
UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION.


 


6. Stock Transfer. Brown is aware that stop-transfer
instructions will be given to the transfer agent of the common stock of the Corporation to prevent any unauthorized or illegal
transfer of the Shares.


 


7. Reliance for Exemptions. Brown understands
that the Shares are being transferred to her pursuant to exemptions from the registration requirements of federal and applicable
state securities laws and acknowledges that he is relying upon the investment and other representations made herein as the basis
for such exemptions.


 


8. Accuracy of Purchaser Representations. Brown
represents that the information and representations contained in this letter are true, correct and complete.


 


/s/ Tuston Brown


Tuston Brown


 




    	8



    	 



    

 


SCHEDULE 2.1


 


SELLING MEMBER'S INTEREST OWNERSHIP


 





	Member	Percentage	No. of Units
	Tuston Brown	100%	1,000 Membership Units







 






    	9