This Shareholders Agreement is entered into by the following shareholders of Harage Group Inc, a corporation organized under the laws of the Republic of the Philippines:

Emmanuel Courage Uduaghan President and CEO. Nigerian national, Philippine resident. 15 shares (15%).

Happiness Edna Uduaghan Vice President, COO and Treasurer. Nigerian national, Philippine resident. 25 shares (25%).

Rx Mendinueto Business Development Manager and Corporate Secretary. Filipino citizen and Philippine resident. 60 shares (60%).

All shares carry full and genuine shareholder rights including voting rights, dividend rights, and the right to sell subject to this agreement. No shareholder holds shares on behalf of any other party.

All intellectual property associated with Harage Group Inc including the Happy's Cuisine brand, Chopsie brand, all recipes, the Huoma platform concept, and Harage Residences brand was created by Emmanuel Courage Uduaghan and Happiness Edna Uduaghan. All IP remains their exclusive property and is licensed to Harage Group Inc for business operations. Upon dissolution of the company all IP reverts exclusively to Emmanuel and Happiness Uduaghan.

The shareholders agree that a primary goal in the first two to three years is to raise capital through the sale of shares to qualified investors. The intent is to bring in investors who contribute capital, business wisdom, and strategic direction. Investor shareholders may be invited to serve on the board of directors.

Each share sale requires unanimous board approval before execution. No shareholder may sell shares without first offering them to existing shareholders under the right of first refusal in Section 4.

Overall strategy, business development, sales, marketing, and executive leadership across all business arms.

Food operations, product and service development, kitchen management, fulfillment, and financial custody of the company.

Filipino relationships and networks, sourcing, investor relations, marketing, event presence, fulfillment support, SEC compliance, corporate records, and banking liaison. His responsibilities are documented and active.

The board may by majority vote remove any party from their role if they consistently fail their responsibilities or engage in conduct detrimental to the company. Removal from a role does not automatically affect shareholding.

Before selling shares to any third party a shareholder must first offer those shares to the remaining shareholders in proportion to their holdings. Remaining shareholders have 30 days to exercise this right at the offered price. If declined the selling shareholder may proceed at the same or higher price.

Any financial transaction of any amount requires the signature of all three shareholders or their designated representatives as agreed by the board. Rx Mendinueto is not an authorized bank signatory. Any loan, credit facility, or financial obligation requires a unanimous board resolution before any application is made.

No shareholder may pledge, encumber, or use their shares as collateral for any loan without the prior written consent of all other shareholders. Any attempt to do so without consent is null and void and constitutes a material breach of this agreement.

When the company can sustainably support payroll all three cofounders are compensated. Salary amounts are agreed by the board based on what the business can sustain at that time.

Dividends may be declared by the board when distributable profits exist. Distribution is proportional to shareholding at time of declaration.

Emmanuel and Happiness Uduaghan agree to indemnify and hold harmless Rx Mendinueto from personal liability arising from business decisions made without his direct involvement or consent. This covers government obligations arising from operational decisions made by the CEO and COO. This indemnification does not cover liabilities arising from Rx's own actions or negligence in his role.

Any shareholder may resign from their role with 30 days written notice. Resignation does not require the shareholder to sell their shares. They retain equity subject to the right of first refusal.

If a shareholder dies or becomes permanently incapacitated the remaining shareholders have the right to purchase their shares from the estate within 90 days at a fair market value determined by an independent accountant.

The following events trigger a mandatory right for remaining shareholders to purchase the affected party's shares at a pre-agreed valuation: criminal conviction, voluntary transfer to an unapproved third party, conduct seriously damaging to the company's reputation, or material breach of this agreement.

For 24 months after exit a departing shareholder shall not engage in or assist any business that directly competes with Harage Group Inc's primary activities within the Philippines.

Any dispute that cannot be resolved by discussion shall first go to mediation through a mutually agreed neutral third party before any legal remedy is pursued. The shareholders acknowledge that this partnership is founded on personal friendship and mutual trust. All parties commit to open and honest communication in any disagreement. It is the shared intention of all parties that if the business relationship ever seriously damages the personal friendship, the parties will work together in good faith to find a fair and clean exit before pursuing legal remedies.

No party shall disclose the terms of this agreement to any third party without written consent of all shareholders, except as required by law.

A mandatory annual meeting of all shareholders shall be held within 90 days of each financial year end to review financials, assess roles, and discuss share sale progress.

This agreement is governed by the laws of the Republic of the Philippines.