SUBSCRIPTION AGREEMENT


 


Clearwater Ventures, Inc. 


 


Clearwater Ventures, Inc., a Nevada corporation
(hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:


 


WHEREAS:


 


A. The Company desires to
issue a maximum of 15,000,000 shares of common stock of the Company, par value $0.001 per share, at $0.001 per share; and


 


B. Subscriber desires to acquire that number
of shares as is set forth on the signature page hereof (hereinafter the “Shares”) at the purchase price set forth herein.


 


NOW, THEREFORE, for and in consideration
of the premises and the mutual covenants hereinafter set-forth, the parties hereto do hereby agree as follows:


 





SUBSCRIPTION FOR SHARES


 


1.1Subject to the terms and conditions
hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the Shares from the Company at a price equal
to $0.001 per share, and the Company agrees to sell the Shares to Subscriber in consideration of said purchase price. Upon execution,
this subscription shall be irrevocable by Subscriber.


 


1.2The purchase price for the Shares subscribed
to hereunder is payable by the Subscriber contemporaneously with the execution and delivery of this Subscription Agreement to Tuston
Brown, Clearwater Ventures, Inc. , 8174 Las Vegas Blvd. S., Ste. 109, Las Vegas, NV, 89123 or such other place as the Company
shall designate in writing. Payment can be made either by submitting a personal check, cashier’s check or money order or
by such other consideration that the board deems advisable in its discretion (e.g., promissory note), for the full purchase price
of $0.001 per Share with the executed Subscription Agreement. Payments shall be made payable to “Clearwater Ventures, Inc.”


 





REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER


 


2.1Subscriber hereby acknowledges, represents
and warrants to the Company the following:


 


		(A)	Subscriber acknowledges that the purchase of the shares subscribed
to herein involves a high degree of risk in that the Company has only recently been incorporated and may require substantial funds;




 


		(B)	an investment in the Company is highly speculative and only investors
who can afford the loss of their entire investment should consider investing in the Company and the Shares;



 


		(C)	Subscriber has such knowledge and experience in finance, securities,
investments, including investment in unlisted and unregistered securities, and other business matters so as to be able to protect
its interests in connection with this transaction;



 


		(D)	Subscriber acknowledges that no market for the Shares presently exists
and none may develop in the future and accordingly Subscriber may not be able to liquidate its investment;



 


		(E)	Subscriber hereby acknowledges (i) that this offering of Shares has
not been reviewed by the United States Securities and Exchange Commission ("SEC") or by the securities regulator of any
state; (ii) that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2)
of the Securities Act of 1933; and (iii) that any certificate evidencing the Shares received by Subscriber will bear a legend in
substantially the following form:



 


THE STOCK REPRESENTED BY THIS CERTIFICATE
HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION
IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES
LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.


 


		(F)	Subscriber is not aware of any advertisement of the Shares.



 



    	 



    	 



    

 








REPRESENTATIONS BY THE COMPANY


 


3.1 The Company represents and warrants
to the Subscriber that:


 


		(A)	The Company is a corporation duly organized, existing and in good standing under the laws of the
State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct.



 


		(B)	Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common stock
in the capital of the Company.



 


 


TERMS OF SUBSCRIPTION


 


4.1Pending acceptance of this subscription
by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for its general
corporate purposes.


 


4.2 Subscriber hereby authorizes and directs
the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to Subscriber’s
address indicated herein.


 


4.3Notwithstanding the place where this
Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the State of Nevada. Exclusive venue for any dispute arising
out of this Subscription Agreement or the Shares shall be the state or federal courts sited in Clark County, Nevada.


4.4 The parties agree to execute and deliver
all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate
to carry out the purposes and intent of this Subscription Agreement.


 




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IN WITNESS WHEREOF, this Subscription
Agreement is executed as of the 27th day of February 2014.


 


	
         Number of Shares Subscribed
For:
	
         15,000,000

	
         

        Total Purchase Price:
	$15,000.00
	
         

        Signature of Subscriber:
	
         

        /s/ Tuston Brown

	
         

         Name of Subscriber:
	
         

        Tuston Brown



 





ACCEPTED BY: Clearwater Ventures, Inc. 


  


Signature of Authorized Signatory:/s/
Tuston Brown





 


Name of Authorized Signatory: Tuston Brown


 





Date of Acceptance:  February 27, 2014


 






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