AGREEMENT

This Joint Venture Agreement is signed and executed this _________________ by and
between:

Brooklyn New Port LLC, doing business as Brooklyn, a limited

liability corporation organized and existing under the laws of New
York with principal office at___________________________, and
represented in this Agreement by ANDREA NILE, hereinafter
referred to as First Party;

-and-

Miss Bark LLC, a limited liability corporation organized and existing

under the laws of New York with principal business address
at_____________________________, and represented in this
Agreement by ARIELLE BARK, hereinafter referred to as Second
Party.

The parties agree as follows:

1. Scope of Services and Compensation: The Second Party shall provide the
following services with corresponding compensation:

Services Compensation
Vendor recruitment 20% Commission
Development management 20% Commission
Experience box curation 30% Commission
Management plus subscription box 30% Commission
management
Workshop curation (recruit, survey, 20% for recruiting workshop facilitators
subscription) 30% for subscription commissions

Sponsors (including Deck Development 20% commission

Sponsorship recruitment and
management)

1
 The Second Party shall also be entitled to 10% net earnings of the First Party for
the calendar year 2021. Such earnings shall be computed within one month after the end
of 2021.

2. Warranty. Both parties warrant they have full power and authority to enter into
this Agreement and exercise their rights and perform their obligations to enter
into this Agreement. Each party further warrants that in execution of their
respective services each party shall fully adhere to all applicable laws, third party
contracts and other such requirements in its execution of their respective
services. Both parties warrant that they shall not do any act inconsistent with or
contrary to the provisions of this Agreement.

3. Taxes. Each party shall bear sole responsibility for all taxes for their respective
income.

4. Non-Assignment. Neither party shall assign, transfer, alienate, or convey any

and all of its rights and obligations under this Agreement in favor of any third
person, affiliate, parent company or subsidiary, without the written consent of
the other party. Neither party may assign its right to receive payment under this
Agreement without prior written consent of the other party.

5. Duration of the Agreement. This Agreement shall take effect upon signing of
this Agreement and for the period of five years thereafter.

6. Indemnity. Both parties shall hold the other party free and harmless from and
indemnify the other party against all claims, liabilities, expenses, demands, suits
and proceedings whatsoever arising out of or in connection with the
performance of its rights and obligations under this Agreement.

7. Entire Agreement. All prior or written agreements, representations,

undertakings, or arrangements between the parties regarding this Agreement are
deemed superseded. Should there be previous agreements, representations,
undertakings or arrangements between the parties, the provisions of this
Agreement shall prevail.

8. Dispute Resolution. If parties dispute any terms of this Agreement, they shall,
without waiving any other rights or remedies available at law, initiate
confidential mediation proceedings with a mediator acceptable to both parties.
The parties will be allowed to attend remotely if unable to attend in person. If
parties fail to resolve their dispute during mediation, the parties shall initiate an
2
 arbitration to determine whether either party has liability and the extent of
which. The arbitration will be held in the State of New York, applying the
Commercial Arbitration rules of the American Arbitration Association.

9. Governing Law and Venue. The rights and obligations of the parties shall be
governed by, and this Agreement shall be construed and enforced in accordance
with the laws of the State of New York, excluding any rules that would apply the
law of another jurisdiction. In case of suit arising out of this Agreement, the
parties agree that the venue shall be in the proper court of County of New York,
State of New York to the exclusion of all other courts.

10. Termination. Either party may terminate this Agreement without cause by
giving the other party a written notice of at least thirty (30) days prior to the
intended date of termination.

IN WITNESS WHEREOF, parties have agreed to this Agreement on

_______________________.

ANDREA NILE ARIELLE BARK

Brooklyn New Port Miss Bark LLC