MASTER SUPPLY AGREEMENT

(Program-Level Execution Supply)

This Master Supply Agreement (“Agreement”) is entered into as of ________ (“Effective Date”),

BY AND BETWEEN

AGI&M ASSETS INC.,

a corporation incorporated under the laws of Canada,

with its principal place of business at 28 Freeland St., Suite 2003, Toronto ON M5E 0E3 Canada

(“Buyer”),

AND

[WELL SHIN TECHNOLOGY CO., LTD],

a corporation incorporated under the laws of ________,

with its principal place of business at ________

(“Supplier”).

Buyer and Supplier may be referred to individually as a “Party” and collectively as the “Parties”.

1. Purpose and Program Definition

1.1 This Agreement governs Supplier’s manufacture and supply of products for Buyer under program-level execution supply, and is not intended as a catalog or ad-hoc purchasing arrangement.

1.2 All products supplied under this Agreement shall be associated with Buyer-defined project codes, including but not limited to:

• Project Code: W80P1
• Program Description: Program-level execution supply
• Supplier Role: Execution supplier / manufacturing partner

1.3 Supplier acknowledges that all project definitions, specifications, configurations, and execution parameters are owned and controlled by Buyer.

2. Contract Structure

2.1 This Agreement serves as the master governing contract.

2.2 Product-specific terms, including specifications, configurations, pricing, lead times, and applicable project codes, shall be set forth in Schedule A.

2.3 Binding purchase commitments shall be made solely through Buyer-issued Purchase Orders (“POs”), which reference:

• This Agreement
• The applicable Schedule A
• The applicable Project Code (e.g., W80P1)

2.4 In the event of any conflict:

This Agreement → Schedule A → Purchase Order, in that order of precedence.

3. Project Code and Documentation Control

3.1 All documentation related to products supplied under this Agreement, including but not limited to:

• Drawings
• Specifications
• Samples
• Test reports
• Certifications
• Email communications referencing execution scope

shall reference Buyer’s Project Code, including standardized naming formats such as:

W80P1_PC_C14-C15_14AWG_5FT_BLUE_RevA

3.2 Supplier shall not issue, distribute, or reuse Buyer project-specific documentation for any third party without Buyer’s prior written consent.

4. Exclusivity of Commercial Interface / Non-Circumvention

4.1 Supplier acknowledges that Buyer is the sole commercial and contractual interface for the program(s) covered under this Agreement.

4.2 Supplier shall not, directly or indirectly:

• Contact Buyer’s end customers or integrators regarding products under Buyer project codes
• Offer identical or substantially similar configurations tied to Buyer project codes to third parties
• Use Buyer’s specifications, configurations, or program structures outside Buyer’s authorization

4.3 This obligation survives termination of this Agreement.

5. Supplier Obligations

5.1 Supplier shall manufacture products strictly in accordance with:

• Buyer-approved specifications
• Applicable Schedule A
• Applicable Purchase Orders

5.2 Supplier warrants that all products supplied are:

• Fully compliant with applicable IEC and UL standards
• Covered under valid and active certifications
• Consistent in quality, configuration, color, and traceability across production batches

5.3 Supplier shall maintain production capacity, quality control, and traceability systems suitable for data center and hyperscale infrastructure programs.

6. Pricing and Changes

6.1 Pricing shall be defined exclusively in Schedule A or in Buyer-issued Purchase Orders.

6.2 Buyer may update, replace, or add Schedule A from time to time to reflect:

• Specification changes
• New configurations
• New project codes

No amendment to this Agreement is required for such updates.

7. Intellectual Property and Program Ownership

7.1 All Buyer-defined specifications, configurations, drawings, naming conventions, and project structures are Buyer’s confidential and proprietary information.

7.2 Supplier receives a limited, non-transferable license to use such information solely for fulfilling Buyer’s Purchase Orders.

8. Term and Termination

8.1 This Agreement shall remain in effect until terminated by either Party with thirty (30) days written notice.

8.2 Termination shall not affect:

• Outstanding Purchase Orders
• Confidentiality and non-circumvention obligations
• Buyer’s ownership of project definitions and specifications

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of laws principles.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions or agreements.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

AGI&M ASSETS INC.

By: _________________________

Name:

Title:

Date:

[WELL SHIN TECHNOLOGY CO., LTD]

By: _________________________

Name:

Title:

Date:

Schedule A

Project-Level Execution Supply Specification

This Schedule A forms an integral part of the Supply Agreement (the “Agreement”) entered into between:

Buyer: AGI&M ASSETS INC.

Supplier: [Supplier Legal Name]

1. Project Scope and Applicability

This Schedule A applies exclusively to the following project:

• Project Code: W80P1
• Project Description: Program-level execution supply for hyperscale data center infrastructure
• Supply Positioning: Execution supplier / manufacturing partner
• Product Nature: Non-catalog, project-specific execution items

All products supplied under this Schedule A are manufactured solely for Buyer’s W80P1 program and are not Supplier’s standard catalog products.

2. Product Definitions

The following products are covered under this Schedule A:

3. Technical Baseline (Fixed)

Unless otherwise agreed in writing by Buyer, all products listed above shall conform to the following baseline:

• Connector Configuration: IEC 60320 C14 (male) to IEC 60320 C15 (female, high-temperature)
• Electrical Rating: 250V AC / 15A
• Conductor: 3 × 14 AWG, pure bare copper
• Cable Type: SJTW or UL-approved equivalent
• Length Definition:

  Nominal Length: 5 ft

  Metric Reference: 1525 mm ±30 mm

  (Nominal length shall always be expressed as “5 ft”; metric value is for manufacturing tolerance control)

• Color Coding:

  Blue = A-Feed

  Red = B-Feed

• Locking: Non-locking (baseline)

4. Drawings, Documentation, and Identification

All drawings, specifications, and technical documents related to this Schedule A shall:

• Be referenced using Buyer-defined document numbers, including but not limited to:

  W80P1_PC_C14-C15_14AWG_5FT_[COLOR]_RevA

• Reflect the length standard as: 5 ft nominal (1525 mm ±30 mm)
• Remain unchanged unless formally approved in writing by Buyer

Supplier shall not substitute, modify, or reissue drawings or specifications without Buyer’s prior written consent.

5. Compliance and Certification

• Certification: UL Listed (entire assembly)
• UL File: Supplier shall maintain a valid UL File covering the complete configuration
• Reference: UL Product iQ / Online Certification Directory record shall be provided upon request
• Environmental Compliance: RoHS and REACH compliant
• Marking: UL marking and traceability shall match mass production configuration

6. Commercial Terms and Purchase Orders

This Schedule A does not define pricing, quantities, delivery schedules, or commercial commitments.

• All pricing, quantities, delivery timelines, and payment terms shall be governed solely by individual Purchase Orders (“POs”) issued by Buyer.
• Issuance of this Schedule A does not constitute a volume commitment or exclusivity obligation.

7. Change Control

Any change to:

• Product configuration
• Materials
• Dimensions
• Certification scope
• Manufacturing process

requires prior written approval from Buyer and, if applicable, an updated revision of this Schedule A.

8. Priority and Precedence

In the event of any inconsistency:

1. The main Supply Agreement shall prevail
2. This Schedule A shall prevail over any PO description
3. Individual PO terms shall apply only to commercial execution

End of Schedule A