CONSULTANCY AGREEMENT

This Consultancy Agreement (“Agreement”) is made and entered into on this twenty nineth of
February Two Thousand and Twenty-Four.

BY AND BETWEEN

EV Technologies Pvt Ltd, having its Registered Office at No: 29, Deal Place, Colombo 03, Sri Lanka
the said Republic (hereinafter called and referred to as “Company” which term shall, where the
context so requires or admits mean and include the said Company and its successors and assigns)
of the FIRST PART

AND

Vithana Pathirage Amila Iroshan, holder of National Identity No of 900142013v, in No 02,

Yattowitta, Thittapattara, Hanwella Sri Lanka (hereinafter referred to as the “Consultant" which
term or expression as herein used shall where the context so requires or admit mean and include
the said Consultant his/her successors and permitted assigns) of the SECONDPART.

“Company” and the “Consultant” shall hereinafter be individually referred to as a “Party” and
collectively as the “Parties”.

WHEREAS, Company is desirous of retaining the services of the Consultant and wishes to obtain
such services from the Consultant in the manner set out in this Agreement;

AND WHEREAS, the Consultant, having the required expertise and experience agrees to assist
and represent Company with consultancy services, to diligently follow directions of Company and
work and cooperate with Company subject to and in accordance with the terms and conditions
hereinafter set forth in this Agreement;
AND WHEREAS pursuant to discussions and negotiations between the Parties, the Parties are
desirous of entering into and executing this written Agreement setting out their rights and
obligations and to more fully set out the terms and conditions in terms of and subject to which
the said provision of consultancy services shall be carried out and to provide for matters
connected and incidental thereto or arising there from;

NOW, THEREFORE, the Parties hereby agree as follows:

1. REPRESENTATIONS AND WARRANTIES

Each of the Parties represent and warrant that:

1.1 They have the legal power and authority to enter into and perform their respective
obligations under this Agreement;

1.2 The execution of this agreement does not constitute a breach of any obligations
(statutory contractual or fiduciary) under any agreement or undertaking by which the
Parties may be separately bound; and

1.3 No litigation, arbitration, dispute or legal proceeding has been commenced or is

pending or is threatened and no judgment or award has been given or is pending which
in any way prejudices or restricts the power, capacity or authority of the respective Parties
hereto to perform its undertakings under this Agreement.

2. SCOPE OF CONSULTANCY SERVICES

2.1 Services - The Consultant shall provide Company the Services as Senior
Software Engineer. During the Term of this Agreement the Parties hereto may
execute a Scope of Work (“SOWs”) in writing in respect of any specific Services that
maybe required by Company. Unless otherwise specifically stated, the terms and
conditions in any SOW shall supersede the terms of this Agreement in the case of any
conflict or inconsistency. A Specimen SOW is set out in Schedule 1 hereto.

2.2 Work Environment – the Consultant shall only be permitted to carry out his
services at location/s pre-disclosed to the Company. As such the Consultant shall
carry out the Services at the following location/s: - 281/1, R A De Mel Mawatha, Colombo
03
 2.3 Any change of such location/s would need to be with the prior written approval
of Company.

3. CONSULTANCY PERIOD

This Agreement shall come into force upon execution here of and, subject to the
provisions of this Agreement, remain in force until 31st of March 2025 unless extended
further or until terminated by mutual agreement of the Parties or where the Agreement
is terminated on account of any material breach of the provisions herein.

4. RIGHTS AND OBLIGATIONS OF THE CONSULTANT

4.1 The Consultant should be contactable at all times during work hours (i.e. 9.00 a.m. to
6.00 p.m. or during longer hours when work is urgent). The mode of contact would
the contact information provided by the Consultant as herein below mentioned. It
should be an uninterrupted and connected contact line throughout the term of this
Agreement.

4.2 The Consultant shall be provided with an official laptop which the Consultant shall use
to establish contact with Company and carry out assigned tasks only and any other
tasks carried out will be the on the accountability of the Consultant. The Consultant
shall return the same at the sooner termination or expiry of this Agreement. Any
damages caused to the laptop shall be recoverable from the Consultant. The Company
reserves the right to deduct such costs from any payments due to the Consultant.

4.3 The Company reserves the right to inspect the Consultant’s work at any time and/or
obtain access to the Company laptop used by the Consultant for purposes of auditing
among others at the sole discretion. The Consultant shall not at any time object to the
same.

4.4 The Consultant shall ensure that the Consultant’s email is downloaded at least once
every half hour.

4.5 A Weekly working schedule should be submitted to Company at the end of each week
and the Consultant shall update the same in the following week with work completed
and submit the same to Company. Such weekly schedule shall be in a format
agreeable to Company.
4.6 The Consultant must establish and maintain a dedicated workspace that is quiet,
clean, and safe, with adequate lighting and ventilation and free from hazards and
other dangers to the Consultant and Company laptop lent to the Consultant.

4.7 The Consultant will not hold business meetings/any direct business or any form of
communication related to Company contact without the presence of an officer of
Company.

4.8 Any Company materials taken from the office at Colombo with the consent of
Company or their representatives should be kept in the custody of the Consultant and
not be made accessible to others and returned at the expiry or sooner determination
of this Agreement.

4.9 In the event that legal action is required to regain possession of Company equipment,
software, or supplies, the Consultant agrees to pay all costs incurred by Company,
including attorney’s fees.

4.10 Working at the aforementioned locations by the Consultant may increase the
Consultant’s utility costs. Company assumes no responsibility in respect of such costs.

4.11 The Consultant shall work during normal working hours and at any other times agreed
upon with the Company and their clients, including specific core hours and telephone
accessibility.

4.12 The Consultant shall attend job-related meetings, as will be informed by the Company.
In addition, the Consultant may be requested to attend "short-notice" meetings at the
regular place of business of Company.

4.13 The Company may require the Consultant to be present in the workplace at that
particular time.

4.14 The Company representative can make on-site visits (with 6 hours advance notice) to
the remote work locations of the Consultant for the purpose of determining that the
site is safe and free from hazards, and to maintain, repair, inspect, or retrieve
Company equipment, software, data or supplies. In case of injury, theft, loss, or tort
liability related to telework, the Consultant must allow agents of Company to
investigate and/or inspect the work site at any such time and assist Company in
recovering the same. If it is found that such injury, theft, loss or any such similar action
is due to the actions of the Consultant then, Company shall be entitled to recover all
costs from the Consultants.
 5. FOR PURPOSES OF THE CONSULTANT FULFILLING OBLIGATIONS UNDER AND IN TERMS
OF THIS AGREEMENT, COMPANY SHALL:

5.1 Provide access to its information, property and personnel as may be reasonably
required in order to permit the Consultant to perform the Services;

6. CONSIDERATION

6.1 The fees for Services provided by the Consultant shall be an amount LKR
Rs.528,000. Any additional effort has to be pre-approved by Company.

6.2 The Consultant shall be responsible for all taxes and levies payable on payments
under this Agreement.

6.3 The Consultant shall be responsible to registration with the Department of Inland
Revenue for the purposes of Value Added Tax, Nation Building Tax, and shall be
responsible for obtaining and implementing any and all Withholding Tax directions
and/or any other Statutory obligations that maybe applicable from time to time
and shall hold Company freed and indemnified against any and all claims that may
arise in this regard.

6.4 Any other expenses not expressly covered under this agreement shall be borne by
the Consultant.

7. WORK PRODUCT, LICENSE, RIGHTS, OWNERSHIP AND USAGE.

7.1 For purposes of this Agreement, “Work Product” shall mean all work product
generated by consultant solely or jointly with others in the performance of the
Services, including but not limited to, any and all information, notes, material,
drawings, records, diagrams, formulae, processes, technology, firmware, software,
 know-how, design, ideas, discoveries, inventions, improvements, copyrights,
trademarks and trade secrets;

7.2 The Consultant understands and agrees that all rights, titles and interests connected
and incidental to the work product be assigned by the Consultant to Company. All
such work product shall be the sole and exclusive property of Company and the
Consultant shall not have any rights of any kind whatsoever in such work product;

7.3 If any part of the work product is based on, incorporates, or is an improvement or
derivative of, or cannot be reasonably and fully made, used, reproduced, distributed
or otherwise exploited without using or violating technology or intellectual property
rights owned or licensed by the Consultant and not assigned hereunder, the
Consultant hereby grants Company a perpetual, irrevocable, worldwide royalty-free,
nonexclusive, sub licensable right and license to exploit and exercise all such
technology and intellectual property rights in support of Company’s exercise or
exploitation of the work product hereunder, or any assigned rights (including any
modifications, improvements and derivatives of any of them).

7.4 The Consultant agrees, at the request and cost of Company to promptly sign, execute,
make and do all such deeds, documents, acts and things as Company may reasonably
require or desire to perfect Company’s entire right, title, and interest connected and
incidental to a work product;

7.5 The Consultant shall not make use of such work product in any manner whatsoever
without Company’s prior written consent;

8. TERMINATION

8.1 This Agreement shall commence on the 01st of April 2024 and end on 31st of
March 2025, and subject for renewable unless earlier terminated as provided
herein. Expiration of this Agreement shall terminate any SOWs in effect at the
time of such expiration.

8.2 The Company may terminate a SOW or any part thereof individually, or this
Agreement along with all in-process SOWs at any time, for any reason, with or
without cause, by giving the Consultant Fourteen days (14) days prior written
notice of such termination.
8.3 Without prejudice to the above clause 8.2 the Company reserve the right to
terminate this agreement at any instance with or without any notice, at the time
where the Consultant violates any clause in the agreement.

8.4 The Employee can terminate his / her employment by giving (2) One month
notice or consultancy Payment to the employer and vice versa but, in this regard,
it shall be the sole discretion of the Employer to relieve the Employee depending
on the pendency of the work entrusted to the Employee

8.5 Upon termination or expiration of this Agreement or a SOW, the Consultant will
deliver Company within seven (7) days of such termination or expiration, all
Company equipment as of the effective date of termination or expiration,
including any and all documents and data of any nature pertaining to the
Services and Deliverables and all copies thereof.

8.6 The terms of the following sections shall survive termination or expiration of this
Agreement: Confidential Information, Warranties and Representations,
Indemnification, Limitation of Liability and General. Upon termination of the
Agreement or a SOW by Company and its receipt of an invoice from Consultant,
Company will pay the Consultant such outstanding amount provided that it is
not disputed by Company.

8.7 Notwithstanding any provision to the contrary contained in this Contract, and
without prejudice to the rights of Company to claim damages against the Consultant
on account of any loss and/or damage caused as a consequence thereof, Company
may terminate this Agreement forthwith without fourteen (14) days’ notice or any
payment in lieu thereof for any of the following reasons: -

(a) Inefficiency/incompetency;

(b) Breaching of any of the terms and conditions of this Agreement;

(c) Negligence.
9. CONFIDENTIAL INFORMATION

9.1 The Parties hereto undertake to keep in the strictest confidence any confidential or
proprietary information or intellectual property of any nature belonging to each other
which may come into possession or knowledge of the Parties (including information
relating to the affairs of the said business) during the course of this Agreement.

9.2 “Confidential Information” shall mean, the work product and any and all information
relating to Company’ s business, including but not limited to, research, developments,
product plans, produce services, diagrams, formulae, processes, techniques, trademarks,
trade secrets, customer, suppliers, markets, marketing, finances disclosed by Company
either directly or indirectly in writing, orally visually or through any other means to the
Consultant.

Each Party shall treat this Agreement and the knowledge information technology know
how which may be acquired as a result of this operation as confidential and shall take
precautions to ensure that none of its agents, employees and other representatives will
divulge any information concerning this Agreement, technology know how and
arrangements hereunder to any person unless [i] required by an order of any Court of
Law, or [ii] under direction of any Governmental or regulatory authority empowered to
require such information or [iii] with the consent of both parties.

10. NON-COMPETITION AND NON-SOLICITATION

10.1 Non – Competition

During the subsistence of this agreement, the Consultant shall engage in no business or
other activities which are directly or indirectly competitive with the business activities of
Company, and/or be concerned in any undertaking which will give rise to a conflict of
interest with the obligations under and in terms of this agreement, without the prior
written consent of Company;
 10.2 Non-Solicitation

Neither Party shall

(i) solicit or induce any employee, agent or contractor of the other Party, or any
third party with whom the Party has come into contact during the consultation
period, to terminate their employment or engagement with the other Parties
without the prior written consent of such other Party;

(ii) Without the prior written authorization of Company, the Consultant shall not
circumvent Company, or approach, contact or attempt to otherwise build a
relationship or project with any brand, organization, person, or legal entity
introduced to the Consultant by Company or its affiliated entities, or with whom
the Consultant otherwise comes into contact with during the term of this
Agreement, regardless of whether such brand, organization, person or legal entity
is introduced as a partner, supplier of services or in any other capacity, and
regardless of whether such brand, organization, person or legal entity is or will
become part of the project between the Parties.

(iii) Company acknowledges that pre-existing relationships with third parties with
whom the Consultant has had a business relationship in the last six (6) months
directly preceding the effective date of this Agreement are excluded from the
restrictions in subsection (ii) of this Section.

(iv) In the event the Consultant has had any business relationship with a third party
with whom the Consultant comes into contact with through Company, the
Consultant agrees to inform Company in writing of such relationship immediately.

11. INJUNCTIVE RELIEF

Company shall be entitled to injunctive relief for Consultant’s breach of any of its
obligations under the above provisions 9 and 10 hereto without proof of actual damages
and without the posting of bond or other security. Such remedy shall not be deemed to
be the exclusive remedy for such violation, but shall be in addition to all other remedies
available at law or in equity.
12. RETURN OF COMPANY PROPERTY

Upon the termination of this agreement under and in terms of this agreement or its
sooner termination thereof, the Consultant shall return all or any documents,
merchandise, reports and/or other property as may be provided by Company to facilitate
the rendering of services under and in terms of this Contract or any Confidential
Information in tangible form that Consultant may have in its possession or control.

Company expressly reserves the right to withhold any payments due to the Consultant
up to such termination until return of such documents, merchandise, reports and/or
other property provided by Company.

13.INDEPENDENT PARTIES

13.1 The Parties warrant and represent that nothing contained herein shall be
construed as either party being an employee, agent, or co-venture, of the other for
any purpose. Consultant and Company are independent contractors, and nothingin
contained herein shall be construed or implied:

a) To create any partnership, joint venture, agency, franchise or employment

relationship between the parties;

b) To give either party the power to direct or control the day-to-day activities
of the other;

c) To permit either party or any of either party’s officers, directors, employees,

agents or representatives to create or assume any obligation on behalf of or for the
account of the other party for any purpose whatsoever.

13.2 The Consultant further agrees to be solely responsible for all taxes, withholdings,
and other fiscal/legal or contractual obligations of any kind when incurring any
tax, insurance, or other fiscal/legal obligations arising out of this Agreement and
to indemnify Company in respect of any obligation that may be imposed on
 Company to pay any such taxes, withholdings, and other fiscal/legal or
contractual obligations.

14. INDEMNIFICATION

To the fullest extent permitted by law, The Consultant agrees to indemnify and hold
harmless Company from and against all claims, suits, damages, losses and expenses
that arise from the Consultant’s negligence, wrongful acts or omissions, or breach
of the terms of this Agreement.

The Consultant further agrees to indemnify, defend, and protect Company from and against
all lawsuits and costs of every kind pertaining to any action or inaction by the
Consultant in rendering the Consultant’s services.

15. NON-DISCLOSURE AGREEMENT

The Parties acknowledge the execution of a mutual non-disclosure agreement, governing the
disclosure and handling of any confidential information related to the parties’ collaboration,
and their plans.

16. MISCELLANEOUS

(a) Force Majeure

In the event of any declaration of war, civil strife or commotion, Governmental

lockdown, pandemic or epidemic, natural disaster, Act of God or any other supervening
event beyond the control or contemplation of the parties which prevents, restricts or
materially alters the performance of this Agreement, Company shall be entitled to
suspend the operation of this Agreement or take any other ancillary measures which
may include reduction of your service pay or the duration and subsistence of such force
majeure event until regular performance is possible.
 Should such state of force majeure persist for a period of 14 calendar days or more this
Agreement shall be deemed frustrated and the parties shall be released from its
obligations with neither party having any claim against the other.

(b)Communication

In order to offer a unified, cohesive and effective marketing of the Service, and to
facilitate the most impactful public communication regarding the parties’ efforts their
work and services, the Consultant shall not make any public statement about the
services, Company and/or its Affiliates, or the parties’ relationship without Company’s
prior written approval, which shall not be unreasonably withheld.

(c) Assignment

The consultant shall not assign, sell, transfer, delegate or otherwise dispose of this
Agreement or any right, duty or obligation under this Agreement without Company’s
prior written consent. Nothing in this Agreement shall prevent the assignment by
Company of this Agreement or any right, duty or obligation hereunder to any third party.

(d)Entire Contract

This Agreement constitutes the entire contract between the Parties in respect of the
matters dealt with in this Agreement and no representations, terms, conditions or
warranties not contained in this Agreement shall be binding on the Parties.

(e) Variation and Cancellation

No agreement varying, adding to, deleting from or cancelling this Agreement shall be
effective unless reduced to writing and signed by or on behalf of the Parties.
 Should any provision of this Agreement be held by a court of competent jurisdiction to
be illegal, invalid or unenforceable, such provision may be modified by such court in
compliance with the law giving effect to the intent of the Parties and enforced as
modified.

All other terms and conditions of this Agreement shall remain in full force and effect
and shall be construed in accordance with the modified provision.

(f) Severability

Each undertaking contained in this Agreement shall be read and construed

independently of the other undertakings herein contained so that if one or more should
be held to be invalid as an unreasonable restraint of trade or for any other reason
whatsoever then the remaining undertakings shall be valid to the extent that they are
not held to be so invalid.

(a) Remedies and Waivers

i. No delay or omission on the part of any Party in exercising any right, power
or remedy provided by law or under this Agreement shall impair such right,
power or remedy, or operate as a waiver thereof;
ii. No provision of this Agreement shall be deemed waived unless such waiver
is in writing and signed by both Parties.
iii. A waiver is effective only in the specific instance and for the specific
purpose for which it is given.

(b)Survival of Provisions

The following provision of this Agreement shall survive the termination of this agreement:

Articles 6, 7, 9, 10.2 and 13 and all other articles and provisions of this Agreement that by
their nature extend beyond the termination of this Agreement.
 (c) Governing Law

This Agreement shall be governed by and interpreted pursuant to the laws of Sri Lanka.

(d) Addresses and notices

For the purpose of this Agreement, including the giving of notices and the serving of legal
process, the Parties choose their addresses set out at the commencement of this
agreement. Any Party may at any time, by notice in writing to the other Party, change its
address to another address.

Each notice may be delivered personally, sent by registered post, telex or facsimile
transmission. A notice shall be deemed to be delivered when received by regular or certified
mail or, if by facsimile or by telex, when received.

(e) Further Assurances

Each Party shall cooperate with the other and execute and deliver to the other such other
instruments and documents and take such actions as may be reasonably requested from time
to time in order to carry out, evidence and confirm their rights and the intended purposes
of this Agreement, as amended and supplemented from time to time.

(f) Best Endeavour

The Parties hereto recognize that it is impracticable to make provisions for every contingency
that may arise in the course of performance of the provisions hereof and accordingly declare
that this Agreement shall operate between them with fairness and without detriment to the
interest of any party and covenant and agree with each other that they shall use their best
endeavors to ensure that full effect be given to the terms of this Agreement in the spirit in
which it was agreed.
IN WITNESS WHEREOF the Parties hereto have set their respective hands
hereunto and to one other of the same tenor at the place and on the date
first above written.

On behalf of

Company (Pvt) Ltd

Name: Christine Jennifer

Designation: Director

Signature:

Date:

AND the consultant

NAME:

NIC No:

Signature:

Date: