CONTRACT OF AGENCY

This Agreement made and between, STARK INTERNATIONAL, INNOVATIONS,

ENTERPRISES with headquarter office address at 1200 Industrial Ave, Long Beach, CA
90803, Southern California, Philippine Branch at Archbishop Reyes Avenue, Cebu
City, Philippines represented in this act by its CEO, MR. ANTHONY EDWARD STARK
herein after designated as the PRINCIPAL;

MS. VIRGINIA PEPPER POTTS, herein after designated as AGENT or such other designation
as the Principal may deem appropriate.

Whereas, the Principal is a leading Technology Company engaged in advance technology,

aerospace, research and development, clean energy, and healthcare in the USA and
multinationally. Whereas, the Associate is hereby made and constituted as Affiliate, Agent,
Broker, Consultant, Director, Manager, Officer, Vice President and other title classification the
Principal may decide to use to enable the former to perform duty and transact business with
the Principal.

Whereas, the Agent, being a highly capable individual with significant experience and
knowledge of Stark International, Innovations, Enterprises’ operations, has no right or
authority to perform, assume or create obligation of any kind for and in behalf of the Principal
other than what is stipulated in this Agreement.

WITNESS THAT –

In consideration of the premises and mutual covenants contained herein, The Principal,
STARK INTERNATIONAL, INNOVATIONS, ENTERPRISES, represented by its CEO, Anthony
Edward Stark, and Associate Virginia Pepper Potts, agree as follows:

1. Appointment and Authority:

1.1. Stark International, Innovation, Enterprise appoints Ms. Virginia Pepper Potts as its
exclusive agent for the purpose of representing Stark Industries in various business and
operational matters, including but not limited to:

a. Negotiating contracts with vendors and business partners.

b. Representing Stark International, Innovations, Enterprises in business meetings and

negotiations.

c. Making operational decisions on behalf of Stark International, Innovations, Enterprises

within the scope of her authority.

1.2. Ms. Virginia Pepper Potts, in her capacity as Agent, accepts the authority granted by Stark
International, Innovations, Enterprises and agrees to perform her duties with the utmost
diligence, transparency, and respect to the rules, regulations and policies, in the best interests
of the Principal.

2. Duties and Obligations:

2.1. Agent's Duties: The Associate shall perform the following duties, among others:

a. Represent Stark International, Innovations, Enterprises in business negotiations and

meetings.

b. Execute contracts and agreements on behalf of Stark International, Innovations, Enterprises

within her authorized scope.

c. Make operational decisions that are consistent with Stark International, Innovations,
Enterprises' objectives.

2.2. Principal's Duties: Stark International, Innovations, Enterprises shall provide the
necessary resources, information, and support to enable the Associate to effectively perform
her duties as an Agent.

2.3. The Associate shall perform all services hereunder professional and efficient manner. The
Associate further agrees that the services provided will be performed by employees or sub –
agents qualified to perform such services and that the services performed will be of a quality
conforming to standards generally accepted in the Associate’s industry.

2.4. All services will be performed as required by any Schedule and completed in a manner that
conforms to the Schedule’s specifications.

2.5. The commitment to provide such services does not represents a warranty or guarantee on
the part of the Associate to the successful implementation or placement of any of the Property
or Services listed in the Schedule.

2.6. The Associate is always duty bound to engage in all conducts that are in the best interest
of the Principal; to support and participate wholeheartedly in all related activities.

2.7. The Associate is not allowed to accept payments or issue any receipt in behalf of the
Principal, Only personnel duty appointed by the Principal shall accept payments and issue
receipts.

3. Terms, Termination and Default:

3.1. Term. The initial term of this Agreement shall commence upon the execution of this
Agreement, and shall continue in full force and effect for a period of nine months (October 20,
2023 to July 31, 2024) from the date hereof. Thereafter, the terms of this Agreement shall
automatically renew for another one (1) year term, (each, a “Renewal Term”; the Initial Term
and any and all Renewal Terms collectively, the “Term”) unless either party shall give written
notice to the other party of its intention to terminate this Agreement no later than thirty (30)
days prior to the expiration of the then current Term. In the event that this Agreement expires
prior to the completion of all Services under outstanding Scheduling, the terms of this
Agreement will continue to govern the performance of such Services.

3.2. Default Defined. Either Party may be declared in default (“Default”) or terminate this
Agreement if (a) it breaches any material provision hereof fails within sixteen (16) days after
receipt of written notice of default to correct such breach or to commence corrective action
reasonably acceptable to the other party and proceed with due diligence to completion; or (b) it
becomes insolvent, makes assignment for the benefit of its creditors, a receiver is appointed or
a petition in bankruptcy is filled with respect to the party and is not dismissed within sixteen
(16) days. In the event of a Default, the non – defaulting party may terminate this Agreement.

3.3. Termination Payment. Upon termination of this Agreement, The Associate shall be entitled
to receive payment for all Property and Services performed up to the effective date of
termination at the applicable rates set forth in the applicable Schedules.

3.4. In the event of a termination, the Associate shall promptly return all materials, records,
and property of Stark International, Innovations, Enterprises in her possession.

4. Compensation and Expenses:

4.1. Compensation. Stark International, Innovations, Enterprises shall compensate The

Associate for all her services performed within the scope of this Agreement as an Agent, as set
forth in the applicable Schedule(s) or negotiated with a competitive annual salary, applicable
insurance or service provider to be determined and agreed upon by the Parties.

4.2. Stark International, Innovations, Enterprises shall reimburse The Associate for reasonable
and necessary business-related expenses incurred in the performance of her duties, provided
that such expenses are documented and approved in accordance with Stark International,
Innovations, Enterprises' expense reimbursement policy.

5. Confidentiality:

5.1. The Associate shall agree to maintain strict confidentiality regarding all proprietary and
confidential information of Stark International, Innovations, Enterprises and not to disclose
such information to any third party without the express written consent of Stark International,
Innovations, Enterprises.

5.2. This confidentiality obligation shall remain in force even after the termination of this
Agreement.
6. Injunctive Relief

6.1. The parties acknowledged that violation of the provisions of Section 5 “Confidentiality”
would cause irreparable harm to the non – breaching party which is not adequately
compensable by monetary damages. In addition to other relief, it is agreed that non – breaching
party shall be entitled to seek injunctive relief from a court of competent jurisdiction to prevent
any actual or threatened violation of such provisions, and the parties will waive any
requirement for the securing or posting of any bond in connection with such injunctive relief.

7. Conditions:

7.1. The Associate shall not make unlawful agreement to any client/person, effect any transfer
nor make any commitments that might breach in any manner the standard procedures of the
Principal.

7.2. In case of falsification of documents, misappropriation, defalcation of money, loss or

damage to property due to negligence, misuse or abuse of authority in violation of this Contract
of Agency, this Contract of Agency is hereby terminated and the Associate waives all rights and
authorizes the Principal to forfeit any and all renumeration and/or commissions due him\her
without prejudice to any other right or legal action of the Principal under existing laws.

7.3 In case of misrepresentation to the client and neglect or failure of the Associate to compete
the execution of assigned duty or assist the Client and Principal in the consummation of
transaction, the Principal has the authority to make penalty or forfeit any or all remuneration
or commission due to the Associate.

7.4 In case of voluntary termination of contract or indefinite leave of absence, the Associate
shall submit a 30 days notice to the Principal for the proper turnover of duties and
responsibilities.

8. Limitation of Liability

8.1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ASSOCIATE

MAKES NO WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THIS AGREEMENT,
THE PRODUCTS OR SERVICES RENDERED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE.

8.2. Total Liability. The Associate’s liability hereunder for damages derived or caused from the
negligence of the Associate for any claim arising out of this Agreement or the brokerage of any
Property or performance of any Services hereunder shall not exceed the total amount paid to
Associate for those Property or Services defined in the Schedule.
8.3. Indemnification. Agent shall have no liability to Principal for Property brokered or procured
under this Agreement or Schedule hereunder. Principal assumes all risk related to the
issuance, delivery, scope and extent of coverage afforded by and performance of the Property
procured pursuant to this Agreement. The Associate shall have no obligation or liability to
perform any duty or pay any premium or charge owed by Principal in connection with the
issuance, delivery or performance of any policy or contract of insurance brokered pursuant
with this Agreement. Accordingly, Principal agrees to fully indemnify and hold the Associate
harmless from any demands, claims or suits by any third party for losses, liabilities, damages,
costs or expenses (including, without limitation, attorney’s fees) arising out of or related to any
Property or Services. The foregoing indemnity obligation shall survive the expiration or
termination of the Term, regardless of the reason for, manner or method of same.

9. Entire Agreement:

9.1. This Agreement constitutes the entire understanding between the Parties and supersedes
all prior agreements, understandings, and representations.

9.2. Assignment Rights. This Agreement shall be binding upon and shall inure to the benefit of
the Associate and her successors and assigns, including any corporate affiliate or successor of
the Associate. Principal may not assign, or otherwise transfer her rights under this Agreement
to any other person, firm or entity, without the Associate’s prior written consent.

9.3. Entire Agreement. Except for any and all Schedules hereto, this Agreement constitutes the
entire agreement between the Associate and Principal with respect to Associate’s performance
of the Services and Property. This Agreement contains the entire and integrated agreement by
and between the Associate and Principal concerning the subject hereof, which agreement
supersedes all prior oral or written agreements, negotiations and representations concerning
the subject matter hereof or the transactions contemplated herein. No amendment, change or
modification hereof or supplement hereto shall be valid or binding unless same is in writing
and signed by the Associate and Principal. No waiver of any provision of this Agreement shall
be valid unless the same is in writing and signed by the party against whom such waiver is
sought to be enforced.

9.4.Governing Law. This Agreement shall be governed by and construed in accordance

with the laws of the State of California for the headquarters and Republic of the
Philippines for the Cebu City branch, without regard to principles of conflicts of law.

9.5. This agreement shall be valid up to the last day of every year unless sooner terminated by
the Principal for cause or breach of contract.

9.6. Remedies. No remedy afforded to the Associate in this Agreement is intended to be

exclusive, but each shall be cumulative and in addition to any other remedy referred to herein
or otherwise available to the Associate at law or in equity. The failure of the Associate at any
time or times to require performance of any provision hereof shall in no manner affect the right,
at a later time, to enforce such provision.

9.7. Authority to Contract. Each party represents that it has the full power and authority to
execute, deliver and perform this Agreement and to convey the rights herein conveyed. Each
party further represents that this Agreement does not conflict with or violate any agreement,
covenant or restriction by or to which such party or its assets is bound. Each party further
represents that it has not entered into any agreements that would conflict with its obligations
hereunder or would render it incapable of satisfactorily performing hereunder.

IN WITNESS WHEREOF, the Parties hereto have executed this Contract of Agency as of this
20th day of October 2023, at Stark International, Innovation, Enterprise Archbishop Reyes
Avenue, Cebu City, Philippines Branch.

ANTHONY EDWARD STARK VIRGINIA PEPPER POTTS

PRINCIPAL AGENT

SIGNED IN THE PRESENCE OF:

HAROLD JOSEPH HOGAN JAMES RHODES

 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

CEBU CITY) SS.

BEFORE ME, a Notary Public, this 20th day of October, personally appeared the following:

Name CTC Number Date/Place Issued

ANTHONY EDWARD STARK 10000000 SEPTEMBER 04, 2017 /CEBU

VIRGINIA PEPPER POTTS 10000000 JANUARY 09, 2019/CEBU

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged that they executed the same as their own free will and voluntary act and
deed and/or that of the entirety herein represented.

The instrument consisting of SEVEN (7) pages, including this page wherein the
Acknowledgement is written, has been signed by the parties and their instrumental witnesses
on each and every page hereof and sealed with my notarial seal.

IN WITNESSS WHEREOF, I have hereunto set my hand and affixed my official seal the day,
year and place above written.

NOTARY PUBLIC

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