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

September 18, 2023

Goutam Debnath, CMD

Table of Contents

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 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

1. Executive Summary

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 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.

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

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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:

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.

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

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

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

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

8. Inventory Management & Control System: Ordering, tracking, storing, controlling,

unpacking/packing, and selling of enzyme stocks by:

(1) Weekly Stock Audit: To be conducted every Friday to monitor stock levels, validate data
accuracy, and identify discrepancies.
(2) FIFO Rule: The First-In-First-Out method is to be followed for inventory utilization to
minimize the risk of enzyme degradation or expiration.
(3) Temperature Monitoring: 24/7 monitoring of storage conditions to ensure enzyme
integrity. Any deviations to be reported immediately.
(4) Waste Management: Expired or compromised enzymes to be disposed of as per the
guidelines and recorded.
(5) Inventory Software: Real-time tracking through inventory management software for
accurate data analysis and reporting.

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

10. 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
Sl No. Description Amount (Lump Sum)
1 Purchase of Land ₹2,00,00,000
2 Construction of Warehouse Facility (of approx. 7000 sft base x ₹2,80,00,000
20ft height)
3. Machineries & Equipment (Goods carrying Truck, Fork-lifter, ₹1,20,00,000
Diesel Generator, Electrification etc.)
4 Security System Installation ₹10,00,000

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 5 Staff Quarter (in the form of Bunkers/Shed) ₹20,00,000
6 Internal office, local liaising, licensing and miscellaneous ₹70,00,000
Total ₹7,00,00,000

OPEPL commits to an
CAPEX Distribution initial investment of ₹7 Cr
Others to cover the CAPEX
11% (Capital Expenditures)
Land
29% necessary for setting up the
Machineries Enzyme processing facility
17%
in Assam after obtaining all
the necessary government
and local body approvals,
NOCs, and other
clearances.
Contruction
43%
Note: Ongoing OPEX
(Operational Expenditures) for the enzyme processing facility will be based on the actual site
consumables, manpower wages, administrative and other miscellaneous amount based on the confirmed
final requirements from Epygen Labs LLC.

7. Business Model
OPEPL proposes a profit-sharing model whereby it would receive 50% 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.

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

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 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

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

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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.

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)

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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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