Business Agreement - B2B Partnership

Epygen Labs LLC

PBU WH Block D21-D22
Dubai Science Park
Umm Suqeim Road
PO Box 485018
Dubai UAE

Oval Projects Engineering Pvt. Ltd.

Milanchakra
Near Prajapita Brahmakumarika Center
PO AD Nagar Badharghat
Agartala Tripura West
PIN 799003

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Table of Contents
1. Executive Summary

2. Organization Overviews

I. Epygen Labs LLC

II. Oval Projects Engineering Pvt Ltd (OPEPL)
III. Numaligarh Refinery Limited (NRL)

3. Partnership Objective

4. Epygen’s Biofuel Enzymes

5. Scope of Work

6. Investment Structure

7. Business Model

8. Timeline & Milestones

9. Legal & Compliance

I. Governing Law
II. Compliance with Laws
III. Dispute Resolution
IV. Legal Representation
V. Severability
VI. Amendments
VII. Compliance Monitoring
VIII. Notices
IX. Waiver
X. Entire Agreement
10. Acceptance

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1. Executive Summary
This document serves as a formal business proposal between Epygen Labs LLC, a leading
biotechnology firm based in Dubai specializing in enzyme-catalyzed biomass conversion, and
Oval Projects Engineering Pvt. Ltd. (OPEPL), a renowned EPC service provider in the Oil &
Gas segment based out of Agartala, India. The primary goal is to establish a partnership for
the execution of an Enzyme processing facility that aims to aid in the production of bio-ethanol
in Assam, India, in association with Numaligarh Refinery Limited (NRL).

2. Organization Overviews
2.1 Epygen Labs LLC

Based in Dubai, Epygen Labs LLC is a leading biotechnology entity specializing in enzymatic
solutions for biomass conversion. Its proprietary technology facilitates efficient conversion of
diverse biomass types, such as rice straw, bagasse, and bamboo, into fermentable sugars,
which serves as a precursor for bio-ethanol production.

2.2 Oval Projects Engineering Pvt. Ltd.

OPEPL is a diversified EPC (Engineering, Procurement, Construction) conglomerate with

specialization in the Oil & Gas sector. From setting up cross-country pipelines, tanks and
terminals, refineries, gas gathering stations, power plants and other downstream facilities
including complex processing plants, OPEPL has exhibited high-quality and cost-effective
infrastructural solutions for its customers since its inception in 2013.

2.3 Numaligarh Refinery Limited (NRL)

Established in 1993 in Assam, India, NRL is a joint venture between Bharat Petroleum
Corporation Limited (BPCL), Oil India Ltd, and the Government of Assam. It is an industry
leader in refining and petroleum product marketing, with a noted commitment to
environmental sustainability and green energy revolution.

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3. Partnership Objective
NRL is investing Rs 1,750-crore in a bio-refinery project, aiming to produce bio-ethanol from
bamboo (known as “golden grass”), a resource abundant in Assam and other Northeastern
states. Epygen Labs LLC has been chosen to provide the enzymatic technology for this
venture, and OPEPL will execute this entire project on Epygen’s behalf from India.

4. Epygen’s Biofuel Enzymes

Facing the primary challenge to
meet the economic goals,
Epygen scientists have
deployed their vast knowledge
on cellulose hydrolysis to
produce fermentable sugar in
an efficient way, both by
engineering the Carbohydrase
Enzyme itself and improving the
conversion process manyfold
by Bio-process development.

Present suite of Enzymes in this

Biofuel section are as follows:

Retranol® HT4: Concentrated High Temperature Alpha Amylase Enzyme, specially designed
for the BIOFUEL Industry.

Retranol® C4: Robust Cellulase Enzyme for efficient conversion of Biomass Ethanol.

Retranol® XL: Xylanase Hemicellulase Enzymes for effective hydrolysis of Plant Cell wall for
Biomass Ethanol.

Epygen scientists invented and developed Enzymatic solutions for an efficient conversion of
Biomass to Fermentable sugar. Based on regional availability, Epygen scientists are focusing
on Cellulosic Raw Materials like, Rice Straw, Wheat Straw, Bagasse, Vegetable Waste, DDG,
Wood, Agricultural and Municipal waste etc, for Bioconversion to simpler sugars which can
be fermented. Currently, Epygen offers following products and services for the Bio-Fuels
industry:

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 1. Contract Services Offered: Develop Enzyme Assay based on specific substrate,
Cellulase and Hemicellulase Strain optimization, Metabolic Engineering, Media
Optimization, Bench and Pilot Scale Fermentation and Bioprocess Scaling up studies.

2. Epygen RETRANOL range of Biofuel Enzymes are designed for Biomass Hydrolysis.

5. Scope of Work
OPEPL shall be responsible for:

1. Land Acquisition: Identify and acquire suitable land for the Enzyme processing
facility in consultation with Epygen Labs and NRL.

2. Facility Infrastructure: Develop a dedicated Enzyme processing plant that meets

GEP (Good Engineering Practices) and EHS (Environment, Health & Safety) standards
in the biofuel and petrochemical industry.

3. Security & Surveillance: Implement robust 24/7 security protocols, leveraging

advanced SCADA systems.

4. Human Resources: Hire experienced engineers and managers specializing in

enzymatic hydrolysis and fermentation processes and overall processing plant
operation.

5. Liaison with NRL: Act as the primary point of contact for all agreements, negotiations,
and documentation with NRL.

6. Local Governance & Compliance: Navigate through local laws and regulations,
acquire necessary permits, and facilitate public relations.

7. Logistics: Purchase or lease vehicles for raw material transportation and distribution.

8. Material Handling: Ensure effective loading and unloading procedures through the
use of advanced fork-lifters.

9. Procuring the Enzyme concentrates: Ordering and transportation facilitation of

Enzyme Concentrates in sealed containers from Dubai to India ensuring all safety
protocols and compliance to all laws & regulations with respect to international trades.

10. Dilution of the Concentrates: Dilution of the Enzyme Concentrates into required level
& packaging for releasing to NRL.

11. Invoicing to NRL: Sending a monthly invoice to NRL for the Enzyme consumed in
NRL’s processing facility’s daily operation.

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 12. Payment processing for Epygen: Forwarding the payment to Epygen after deducting
the mutually agreed upon commission once the NRL payment gets credited to OPEPL
account.

6. Investment Structure

Investment Distribution (in ₹Cr)

1-Year Operation
4%

Construction
29%

Design Land
3% 64%

Land Design Construction 1-Year Operation

OPEPL commits to an initial investment of ₹7 Cr to cover both the CAPEX (Capital

Expenditures) and one-year OPEX (Operational Expenditures) for the enzyme processing
facility.

7. Business Model
OPEPL proposes a profit-sharing model whereby it would receive 40% of net profits
generated from the operation. This is to compensate for the upfront capital risk, project
execution, and ongoing operational responsibilities borne by OPEPL.

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8. Timeline & Milestones
1. Land Acquisition: Q3, FY2023-24

2. Facility Design & Approvals: Q4, FY2023-24

3. Construction: Q1-Q2, FY2024-25

4. Manpower and Resource Allocation: Q3, FY2024-25

5. Pilot Operations: Q3, FY2024-25

6. Full-Scale Operations: Q4, FY2024-25

9. Legal & Compliance

Both Epygen Labs and OPEPL will adhere to all legal frameworks, norms, and standards
prevalent in the petrochemical and green energy sectors. This includes intellectual property
(IP) rights, environmental clearances, and industrial safety guidelines.

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state
of Assam, India without regard to its conflict of laws principles.

2. Compliance with Laws

Both parties agree to comply with all applicable central, state, and local laws, regulations, and
ordinances in the performance of their duties, responsibilities, and obligations under this
Agreement.

3. Dispute Resolution

a. In the event of any dispute arising out of or related to this Agreement, the Parties agree to
attempt to resolve such dispute through amicable discussions.

b. If the dispute cannot be resolved through amicable discussions, both Parties agree to
submit the dispute to binding arbitration under the rules of the International Centre for
Alternative Dispute Resolution (ICADR).

4. Legal Representation

Each Party has the right to consult with legal counsel regarding this Agreement and has either
sought such consultation or waives this right.

5. Severability

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If any provision of this Agreement is found to be invalid or unenforceable, the remaining
provisions shall remain in full force and effect, unless such invalidity or unenforceability
materially affects the benefits received by either Party.

6. Amendments

Any amendments to this Agreement must be in writing and signed by authorized

representatives of both Parties.

7. Compliance Monitoring

Both Parties agree to keep accurate records and documentation as necessary to demonstrate
compliance with this Agreement and applicable laws and regulations. Either Party has the
right to request reasonable access to such records for auditing purposes.

8. Notices

All legal notices and other communications regarding this Agreement shall be in writing and
shall be given by personal delivery, certified mail, or a reputable commercial delivery
service, addressed to each Party’s last known address.

9. Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing
waiver of such term or any other term.

10. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the
subject matter herein and supersedes all other agreements, whether written or oral, between
the Parties.

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10. Acceptance
For the proposal to be binding, it requires the signature of authorized personnel from both
Epygen Labs LLC and OPEPL.

Epygen Labs LLC

Date

Oval Projects Engineering Pvt. Ltd. (OPEPL)

Date

By entering this agreement, both parties acknowledge their commitment to the partnership
and the vision of advancing renewable energy solutions in alignment with global
sustainability goals.

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