HARAGE GROUP
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Private For Rx Mendinueto
A Partnership Proposal.
Rx, you have shown up for us through the mud. This is us showing up for you with something real a seat at the table, genuine ownership, and a long term opportunity built on trust and friendship.
Prepared byThe Courages
DateSeptember 2026
ConfidentialDo Not Share
1. Why We Are Coming to You

We have been building Harage Group Inc since we arrived in the Philippines. Happy's Cuisine, Chopsie, and a long term vision for a restaurant, a home services platform, and a hospitality arm. The work is real. The momentum is real. The vision is clear.

To register the company properly under Philippine law, a Filipino national must hold majority shares. We did not want to go to a stranger. We came to you because of who you are loyal, trustworthy, and someone we genuinely want to grow with. This is not just a legal arrangement. This is a real partnership with real upside for you.

2. The Vision

Harage Group Inc is a multi-arm business built around food, technology, and hospitality. Our active ventures include Happy's Cuisine, a Nigerian cloud kitchen operating in Metro Manila with a loyal and growing customer base built over nearly a decade, and Chopsie, our pastries and snacks upsell brand.

The long term vision includes a physical restaurant, Huoma a home services technology platform, and Harage Residences, our short term rental and hospitality arm. We are building something that lasts and we want the right people around for it.

3. Your Role
Business Development Manager and Corporate Secretary
Rx Mendinueto
Filipino national. Majority shareholder. Cofounder and key partner.
President and CEO
Emmanuel Courage Uduaghan
Strategy, sales, marketing, and overall leadership.
Vice President, COO and Treasurer
Happiness Edna Uduaghan
Food operations, product development, and financial custody.

As Business Development Manager you are the bridge between Harage Group and the Filipino business community. Your responsibilities include Filipino relationships and networks, sourcing of suppliers and equipment, investor relations, influencer and social marketing, event presence and fulfillment support. As Corporate Secretary you maintain the company's legal standing with the SEC corporate records, filings, and certifying board resolutions. Your role is real and your contribution is valued.

4. Share Structure

The shareholders agreement documents our shared intention to sell 50 of your shares to Filipino investors and 10 from Happiness's holding to foreign investors over two to three years, raising capital and bringing board-level wisdom into the business. You retain 10 shares permanently as founding equity.

5. Your Compensation
Layer 1
Cofounder Salary
When the business can sustain payroll, all three cofounders are compensated. Amount agreed by the board together.
Layer 2
Share Value and Profit Participation
Your shares are real equity. As the business grows so does your stake. Dividends are distributed proportionally when the board agrees to declare them.
Layer 3
Right to Sell at Any Time
You can sell your shares at any point. The board has right of first refusal at an agreed price. You are never locked in. There is always a clean exit if needed.
6. What We Are Asking of You
01Be a genuine partner. Show up as Business Development Manager. Participate in leadership decisions.
02Be listed as majority shareholder in the SEC registration. Your 60 shares are real and legally yours with full rights.
03Sign the shareholders agreement prepared by a corporate lawyer covering the share structure, compensation, and our shared intentions.
04Trust us the way we trust you. We have been through hard seasons together. This is the next chapter and we want you in it.
7. Timeline
Now
You review this. We sit together, talk it through, answer every question. Nothing moves until you are fully at peace with it.
Oct 2026
Shareholders agreement drafted by corporate lawyer. All three of us sign.
Nov 2026
SEC registration filed. Harage Group Inc becomes a real registered Philippine corporation.
2027
Business bank account opened. Operations formalised. Share sales to investors begin.
Year 3 to 5
Restaurant opens. Multiple arms operational. You hold 10% of a growing company. All three cofounders on salary.
8. Let's Be Honest The Risks
!Friendship strain. Business partnerships can test even the closest friendships. Our commitment is to always communicate openly and never let business come before the friendship.
!Your name is on record. As majority shareholder your name is publicly registered with the SEC. We will run this business cleanly so this is never an issue.
!Government obligations. Officers can be personally liable for unpaid government contributions in certain circumstances. The shareholders agreement includes an indemnification clause protecting you personally for decisions made without your involvement.
!Business takes time to grow. There will be seasons of patience before the business pays salaries. We want you to go in knowing that and being at peace with it.
9. How We Protect the Friendship

The best protection for our friendship is selling those 50 shares to the right Filipino investors as early as possible. Investors who bring capital, wisdom, and networks alongside their money. When the right people own equity they have skin in the game and they want the business to win.

The shareholders agreement covers every scenario including what happens if one of us wants to exit, how shares are valued, and how disputes are resolved. And our core commitment is this: if the business ever starts to threaten the friendship, the friendship wins. We will find a clean and fair exit before we let money destroy what we have built together over years.

10. A Word from Emmanuel and Happiness

Rx, we do not take this lightly. We prayed about who to bring into this and your name kept coming up. Not because it was convenient. Because you are the right person.

We are not asking you to carry anything. We will do the work. We always have. What we are asking is for you to stand with us as we build something real something that will last, something that will grow, and something that we want you to benefit from alongside us.

Take your time. Ask every question. We are not in a rush. We just want to do this right with someone we trust.