OWNERSHIP & EQUITY · EQUITY INSTRUMENT

Share Subscription Agreement

Jurisdiction: Ontario, Canada Effective: Upon Incorporation Type: Founder Share Subscription
Informational Summary. This page summarizes the Share Subscription Agreement between ClearGlass Inc. and its founder, Desmond Otieno Odhiambo. The authoritative signed original is maintained in the corporate minute book and forms part of the permanent corporate record. This is not legal advice.

1. Parties

Subscriber (Founder)Desmond Otieno Odhiambo, Burlington, Ontario, Canada
CorporationClearGlass Inc., an Ontario corporation
RelationshipFounder and Sole Director/Officer of the Corporation

2. Subscription Terms

SHARE ISSUANCE SUMMARY
Class of Shares:Common Shares
Number Subscribed:10,000,000 (Ten Million)
Price Per Share:$0.001 CAD (one-tenth of one cent)
Total Subscription Price:$10,000.00 CAD
Resulting Ownership:100% of issued and outstanding Common Shares

The Corporation hereby agrees to issue and the Subscriber agrees to subscribe for the Subscription Shares on the terms set out herein. The Subscription Shares are issued from treasury (previously unissued shares of the Corporation).

3. Consideration

The Subscriber agrees to pay the Subscription Price to the Corporation as follows:

  • Amount: $10,000.00 CAD in total ($0.001 per share)
  • Form: Lawful money of Canada by bank transfer, certified cheque, or such other form as accepted by the Corporation
  • Timing: Payable upon execution of this Agreement and prior to delivery of the share certificate

The Subscription Price reflects the nominal value assigned to the founder shares at the time of incorporation and is not intended to represent the fair market value of the Corporation's business at any future date.

TAX NOTE

The issuance of shares at nominal consideration in connection with incorporation may have Canadian income tax implications. The Subscriber is advised to consult with a tax advisor regarding Section 85 rollovers, adjusted cost base, and any lifetime capital gains exemption considerations applicable to CCPC shares.

4. Representations and Warranties

The Subscriber represents and warrants to the Corporation that:

  • The Subscriber has the legal capacity and authority to enter into this Agreement
  • The Subscription Shares are being acquired for investment purposes and not with a view to immediate resale or distribution to the public
  • The Subscriber is acquiring the shares as principal and not as an agent for any other person
  • The Subscriber is aware that the Subscription Shares are subject to the transfer restrictions in the Articles of Incorporation and this Agreement
  • The Subscriber is aware of the risks associated with holding shares in an early-stage technology corporation

5. Transfer Restrictions

The Subscription Shares are subject to the following restrictions:

  • Board approval required. No transfer of shares shall be valid unless approved by the Board of Directors in accordance with the Articles.
  • Right of first refusal. Before transferring any shares to a third party, the Subscriber shall first offer the shares to the Corporation (and to other shareholders, if any exist at the time) on the same terms as the proposed third-party transfer.
  • Lock-up period. The Subscriber agrees not to transfer any Subscription Shares for a period of 12 months from the date of issuance, except to a holding corporation wholly owned by the Subscriber or with written Board approval.
  • Securities law. Any transfer must comply with applicable Canadian securities law. The shares are issued under a prospectus exemption and may not be resold to the public without compliance with applicable securities legislation.

6. Vesting Framework

As the sole founder and 100% shareholder at incorporation, all 10,000,000 Common Shares are issued to the Subscriber fully vested upon issuance.

If additional co-founders or key employees are subsequently issued shares or options, the Board may implement a vesting schedule at that time (typically a 4-year vesting period with a 1-year cliff) by Board resolution and appropriate amendments to the relevant agreements.

FUTURE EQUITY PLANS

The Corporation may, at any time by Board resolution, adopt a Stock Option Plan or Employee Share Purchase Plan to facilitate equity compensation for future employees, advisors, or contractors, subject to the share authorization limits in the Articles.

7. Share Certificate

Upon receipt of the Subscription Price, the Corporation shall issue a share certificate to the Subscriber in the Corporation's approved form, specifying:

  • The name of the registered shareholder: Desmond Otieno Odhiambo
  • The number of Common Shares: 10,000,000
  • The class: Common Shares
  • A reference to transfer restrictions
  • The signatures of the President/CEO and Secretary

The share certificate shall be recorded in the Share Register maintained by the Secretary as part of the corporate minute book.

8. General Provisions

Governing Law

This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable therein.

Entire Agreement

This Agreement, together with the Articles of Incorporation and By-Law No. 1, constitutes the entire agreement between the parties with respect to the subject matter hereof.

Amendment

This Agreement may only be amended by a written instrument signed by both parties.

Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall constitute an original and all of which together shall constitute one agreement.