JOINT VENTURE AGREEMENT

The Joint Venture Agreement (the “Agreement”) is effective June 1 st 2021

BETWEEN: NIKMAT GROUP (the “First Joint Venturer”), a corporation organized

and
existing under the laws of the Indonesia, with its head office
located at:

Lt. 15 Treasury Tower, District 8, Sudirman Central Business

District, Jalan Jenderal Sudirman, RT. 5/ RW.3, Senayan, Kec.
Kebayoran Baru, Jakarta Selatan, DKI Jakarta, Indonesia.

AND: SHOKUDO, Ltd. (the “Second Joint Venturer”), a corporation organized and
existing undert the laws of the of, with its head office located at:

5-9-9 Hiroo, Shibuya, Tokyo, Japan.

This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein
after collectively referred to as the “Joint Venturers”, for the purpose of performing:

WITNESSETH:
WHEREAS, the parties are desirous of forming a Joint Venture (the “Venture”),
under the laws of the Indonesia by execution of this Agreement for the purposes
set forth herein and are desirous of fixing and defining between themselves their
respective responsibilities, interests, and liabilities in connection with the
performance of the before mentioned project; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein

contained, the Parties herein agree to constitute themselves as Joint Venturers,
henceforth, “Venturers” for the purposes before mentioned, and intending to be
legally bound hereby, the parties hereto, after first being duly sworn, do covenant,
agree and certify as follows:

1. DEFINITIONS
“Affiliate” shall refer to (i) any person directly or indirectly controlling,
controlled by or under common control with another person, (ii) any person
owning or controlling 10% or more of the outstanding voting securities of
 such person, (iii) any officer, director or other partner of such person and (iv)
if such other person is an officer, director, joint Venturer or partner, any
business or entity for which such person acts in any such capacity.
“Venturers” shall refer to RADDOG Inc., and any successor(s) as may be
designated and admitted to the Venture.
“Internal Revenue Code”, “Code” or “I.R.C” shall refer to the current and
applicable Internal Revenue Code.
“Net Profits and Net Losses” means the taxable income and loss the
Venture.

2. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS

2.1 Formation
(a) The Venturers do hereby form a joint venture pursuant to the
laws of the State of Indonesia ir order for the Venture to carry
on the purposes for which provision is made herein.
(b) The Ventures shall execute such certificates as may be required
by the laws of the Indonesia or any other state in order for the
Venture to operate its business and shall do all other acts and
things requisite for the continuation of the Venture as a joint
venture pursuant to applicable law.

2.2 Name
The name and style under which the Venture shall be conducted is:
“ THE RADDOG PROJECT” in Indonesia and under any variations of this
name that are necessary to comply with the laws of Indonesia within
which the Venture may do business or make investments.

2.3 Principle place of business

The Venture shall maintain its principal place of business at the Energy
Building, 10th Fl., Jalan Jenderal Sudirman Kav. 52 – 53, Jakarta,
Indonesia. The Venture may relocate its office from time to time or
have additional offices as the Venturers may determine.
3. PURPOSE OF THE JOINT VENTURE
The business of the Venture shall be perform sells snack products such as
corndogs and various types that are sold in restaurants in shopping centers
managed under the auspices of RADDOG, Inc. Under the name RADDOG
Restaurant, then have to and exercise all of the powers to engage in any
lawful business related or incidental to any of these purposes. The Venture
shall not engage in any business without the prior consent of all of the Joint
Venture.

4. TERM
The term of the Venture shall commence as of the date hereof and shal be
terminated and dissolved upon the earliest to occur of: (i) completition of the
Project and receipt of all sums due the Venture by the Owner, ISHEENA G
LALWANI, pursuant thereto and payment of all laborers and material men
employed by the Venture in connection with the project; (ii) The Venture
shall begin othe date hereof and shall continue until December 31, 2028,
unless sooner terminated as specifically provided in this Agreement; (iii) the
unanimous agreement of the Ventures; or (iv) the order of a court of
competent jurisdiction.

5. PERCENTAGE OF PARTICIPATION
5.1 Description
Except as otherwise provided in sections 6.0 and 9.0 hereof, the
interest of the Parties in any gross profits and their respective shares
in any losses and/or liabilities that may result from the filling of a joint
bid and/o the performance of the Construction Contract, and their
interests in all property and equipment acquired and all money
received in connection with the performance of the Contract shall be
as follows:
Nikmat Group - 50%
Shokudo, Ltd. - 50%
5.2 Losses
The Parties agree that in the event any losses arises out of or results
from the performance of the Project, each Venturer shall assume and
pay the share of the losses that is equal to the percentage of
participation.

5.3 Liabilities
If for any reason, a Venturer sustains any liabilities or is required to
pay any losses arising out of or directly connected with the Project, or
the execution of any surely bonds or indemnity agreements in
connection therewith, which are in excess of its Percentage of
Participation, in the Joint Venture, the other Venturer shall promptly
reimburse such Venturer this excess, so that each and every member
of the Joint Venturer will then have paid its proportionate share of
such losses to the full extent of its Percentage of Participation.

5.4 Indemnities
The Venturers agree to indemnify each other and to hold the other
harmless form, any and all loses of the Joint Venture that are in excess
of such other Venturer’s Percentage of Participation. Provided that the
provisions of this subsection shall be limited to losses that are directly
connected with or arise out of the performance of the Project ad/or the
execution of any bonds or indemnity agreements in connection
therewith and shall not be relate to or include any incidental, indirect
or consequential losses that may be sustained or suffered by a Party.

5.5 Duration
The Parties shall from time to time execute such bonds and indemnity
agreements, including applications there and other documents that
may be necessary in connection with the performance of the Project.
Provided however, that the liability of each of the Parties under any
 agreements to indemnify a surety company or surety companies shall
be limited to the percentage of the total liability assumed by all the
Parties under such indemnity agreements that is equal to the Party’s
Percentage of Participation.

5.6 Initial contribution of the venture

(a) The Venturers shall contribute the Property to the Venture and
their Capital Account shall each be credited with the appropriate
value of such contribution in accordance with their Venture
interests.
(b) Except as otherwise required by law or this Agreement, the
Ventures shall not be required to make any further capital
contributions to the Venture.

5.7 Venture Interest

Upon execution of this Agreement, the Venturers shall each own the
following interests in the Venture:
Joint Venture Partner Percentage
Nikmat Group 50%
Shokudo, Ltd. 50%

5.8 Return of Capital Contributions

(a) No Venturer shall have the right to withdraw his capital
contributions or demand or receive the return of his capital
contributions or any part thereof, except as otherwise provided
in this Agreement.
(b) The Venturers shall not be personally liable for the return of
capital contributions or any part thereof, except as otherwise
provided in this Agreement.
(c) The Venture shall not pay interest on capital contributions of
any Venturer.
 5.9 Allocations of Net Profits and Losses
Subject to the provisions of this Article, the Net Profits and losses of
the Venture (including any net “book” gains of the Venture resulting
from a Capital Event) shall be allocated to the Venturers in the
following priority:
A. NET PROFITS:
(1) First, to those Venturers with negative Capital Accounts,
between them in proportion to the ratio of their negative
Capital Account balances, until no Venturer has a negative
Capital Account.
(2) Thereafter, to the Venturers, pro-rata, based on their
respective Venture interests as set forth in Section 5.2
hereof.

B. NET LOSSES
(1) Subject to the provisions of this Article VI, Net Losses of the
Venture (including any net “book” loss of the Venture
resulting from a Capital Event) shall be allocated to the
Venturers, pro rata, based upon their respective Venture
interests as set forth herein.

C. DISTRIBUTIONS
Distributable Cash of the Venture shall be distributed to the
Venturers, pro rata, based on their respective Venture interests as
set forth herein.

6. POLICY COMMITTEE
6.1 Management
The management of the Joint Venture shall be conducted pursuant to
policy established by the Parties acting through a “Policy Committee”
which is hereby established.
6.2 Votes
Except as provided in sections 6.0 and 9.0, each Party shall have a
voice in the Policy Committee equal to its Percentage of Partiipation.
For such purpose each Party is assigned the following number of votes
and hereby designates the following representatives to exercise such
votes:

xxxxxx (NIKMAT GROUP) - 65%

xxxxxxxxxxxxxxxxxxxxx (Shokudo, Ltd.) - 35%

6.3 Substitution
Each Venturers may, at any time, substitute an alternative in place of
any of its above-named representatives by serving written notice to all
the other Parties. Each Venturer’s representative or alternative
representative on the Policy Committee is hereby granted and shall
hereafter possess authority to act for such Venture on all matters of
interest to it with respect to its participation in the Joint Venture.

6.4 Majority Vote

The Policy Committee shall determine the policy for the management
of the joint venturer by majority vote and, as used in this Agreement,
a “majority vote” is defined to be any figure greater than one-half of
the authorized votes.

6.5 Power of the Policy Committee

The Policy Committee shall have the following powers:
(a) To determine the time and place of holding its meetings and the
procedures for conducting Commitee Affairs.
(b) To determine and act upon the various matters, expressly or
impliedly contained in other section of this Agreement, which
require decision by the Policy Committee.
 (c) To determine and act upon any other matters of joint interest to
or requiring prompt action bye the Joint Venture.
(d) To determine rental rates not specifically set out in the
Additional Provisions of this Agreement for equipment owned by
the Venturers and made available for use on this project. Any
equipment owned by the third parties will be invoiced to the
joint venture at actual rental costs.
(e) To determine insurance reserves and reserves for other
potential liabilities that may result from or arise out of the
Project work.
(f) To consider all claims and disputes of any kind between the joint
venture and the Owner, subcontractors and/or third Parties and
to authorize negotiation, arbitration, litigation, and/or any other
process for their resolution and to authorize the settlement
thereof.

6.6 Insurance Coverage

Notwithstanding any other provisions to the contrary herein, insurance
coverages and limits shall be subject to approval of all the parties.

6.7 Duties
The Policy Committee shall generally perform its duties at a meeting at
which all designated representatives of the Parties are present, but
where circumstances warrant, telephone communication between all
party representatives or their alternatives is authorized.

6.8 Salaries and Expenses.

Except as otherwise provided in the Additional Provisions herein, the
salaries and expenses of each of the representatives on the Committee
shall be borne by the Party whom the representative has been
designated to represent and shall not be an expense to the joint
venture.
7. DELEGATION OF AUTHORITY
7.1 Split of Authority
The Venturers agree to split of authority betweens themselves as
follows:
Adimas Angga Pratama shall be the Administrative Managing Partner
responsible for all bookkeeping and payroll of the Joint Venture.

Teuku Muhammad Renaldi shall be the Project Managing Partner in

charge of the Project Work.

7.2 Appointment of a General Manager

The Project Managing Partner shall appoint the General Manager
through whom it shall direct charge and supervision of all matters
necessary and connected with the performance of the Contract, with
the exception of that performed by the Administrative Managing
Partner.

7.3 Delegation of Authority

Authority to act for and bind the Venturers in connection with any and
all of the performance of the Project may be delegated in writing by
unanimous vote of the Venturers to any designated individual(s).

8. JOINT VENTURE BANK ACCOUNTS

8.1 Deposits
All working Capital or other funds received by the Joint Venture in
connection with the performance of the project shall be deposited in a
Checking Account, set up especially for the Joint Venture, and
requiring the joint signatures of the parties for any withdrawals. Said
accounts shall be kept separate and apart from any other accounts of
the Venturers.
 8.2 Withdrawals
Withdrawal of funds drom the Joint Venture’s Joint Checking Account
may be made in such amount and by such persons as authorized by
the Policy Committee.

9. ACCOUNTING AND AUDITING

9.1 Books
Separate books of accounts shall be kept the Adminstative Managing
Partner of the transactions of the Joint Venture. Any Venturer may
inspect such books upon reasonable notice and at any reasonable
time.

9.2 Audits
Periodics audits may be made upon said books at such time as
authorized by the Policy Committee by persons designated by the
same and copies of said audit shall be furnished to all venturers.

Upon completion of the Project, a final audt shall be made and copies
of such audit shall be furnished to each of the parties.

9.3 Method of Accounting

It is understood and agreed that the method of accounting used by the
Administrative Managing Partner and for state and federal income tax
purposes shall be the cash-based method and that the accounting year
shall be the calendar year.

9.4 Compensation
The Administrative managing shall receive additional compensation in
the amount of 4% of the total Project amount for the use of its data
processing system and accounting. Payroll and tabulating work. Work
performed by the Administrative Managing Partner’s in-house counsel
or executive secretary on behalf of the Joint Venture shall be charged
 separately to the Joint Venture’s account at a rate agreed upon by the
Venturers.

10. RESOLUTION OF DISPUTES

All dispute arising out of this Joint Venture Agreement between the Venturers
that is not resolvable by good faith negotiations by the same, shall be filed in
UNCITRAL International arbitration, And shall be settled by under the rules of
Indonesia. in so agreeing the parties expressly waive their right, if any, to a
trial by jury of these claims and further agree that the award of the arbitrator
shall be final and binding upon them as though rendered by a court of law
and enforceable in any court having jurisdiction over the same.

11. DISSOLUTION
11.1 Events of the Joint Venturers
The Joint Venture shall be dissolved upon the happening of any the
following events:
a) The adjudication of bankruptcy, filing of a petition pursuant to a
Chapter of the Federal Bankruptcy Act, withdrawal, removal or
insolvency of either of the parties.
b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Joint Venture assets.
c) Mutual agreement of the parties.

12. OTHER PROVISIONS

12.1 Entire agreement
This agreement constitutes the entire agreement of the parties and
may not be altered, unless the same is agreed upon in writing signed
and acknowledged by the parties.

This agreement is binding upon the heirs, court appointed

representatives, assigns, and successors of the parties.
 12.2 Governing Law
This agreement shall be governed and construed by the laws of the
Indonesia.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed

at Jakarta on the date indicated below.

Jakarta, May 30th 2021

FIRST JOINT VENTURER SECOND JOINT VENTURER

____________________ ______________________
, , Executive Director
Executive Director of Nikmat Group of Shokudo Ltd.