Dinson Inc., a Malaysian food processing company intending to expand its business in India plans to form a joint venture with Himalaya Agro Pvt. Ltd., a company incorporated under the Companies Act, 2013, engaged in the

JOINT VENTURE AGREEMENT THIS AGREEMENT IS MADE on this ........ day of 2016 BETWEEN DINSON INC., Incorporated under the appropriate laws of the Malaysia having its office at 5 Seventh Street, Malaysia of the ONE PART and HIMALAYA AGRO PVT LTD a Company registered under the Companies Act, 2013 having its office at 99 Chowringe Road Calcutta, West Bengal-700071 of the OTHER PART. WHEREAS DINSON INC., (hereinafter referred to as DINSON) carries on business of food processing and intends to extend its market here in India and elsewhere. Whereas HIMALAYA AGRO PVT LTD. (hereinafter referred to as HIMALAYA AGRO) carries on business of processing and marketing of food products and intends to extend its market here in India and outside India Whereas DINSON and HIMALAYA AGRO intend to co-operate in manufacturing/ dealing in and exporting food products in India and abroad for mutual benefit by setting up a new joint venture company. NOW THESE PRESENTS WITNESSETH and the parties hereby agree as follows: A Joint-stock company would be formed under the name and style of Indo-Malaysian Company Pvt. Ltd. under the Companies Act, 2013 having its Registered Office at 99 Chowringe Road, Calcutta - 700071. DINSON and three of its nominees and HIMALAYA AGRO and three of its nominees would be the subscribers to the Memorandum and Articles of Association of the said company to be incorporated. The shareholding in the Share Capital of the said company to be incorporated would be in equal proportions between DINSON and HIMALAYA AGRO. The Memorandum and Articles of Association of the company proposed to be incorporated would be settled in mutual consultation and the same would govern the rights and obligations of DINSON and HIMALAYA AGRO in relation to the said proposed company. DINSON will be allotted shares in the said new company partly in cash and partly towards the cost of plant, machinery and equipment to be supplied by DINSON to the new company and in consideration for assignments by DINSON of its Patent Rights, Trade Marks, Trade Names and Licences in favour of the new company to be incorporated. The consideration for allotment of shares to DINSON would also include the supply and transfer of technical formula, new inventions, secret processes, technical information concerning the production, manufacturing, testing, specifications, instructions and information as to the manufacture of, development, use and servicing, maintenance and improvement of quality of food products. DINSON will furnish necessary technical assistance and expertise to the new company for assembling, installation, start-up and for smooth running of the manufacturing and selling processes as might be required by the new company from time to time. DINSON will furnish to the new company all other technical assistance and advice in relation to the operation of the plant and machinery, repairs thereof, testing facilities, training facilities and Research & Development facilities should be arranged for, provided and continued for successful running of the business of the new company. The shares that would be allotted by the new company should not be transferred by either DINSON or HIMALAYA AGRO within a period of five years from the date of allotment and thereafter if any of the parties intends to transfer any share then the same shall be offered first to the other party at a price to be determined by a Valuer to be appointed by mutual agreement and in absence by application to the Indian Chamber of Commerce. The new company will manufacture food products and the same would be marketed in India and exported to other countries under the Trade name or Brand name made available by DINSON and by any other name and shall obtain new Trademark and obtain Patents for further and better manufacturing, selling and exporting the new company's products. DINSON will buy 75% of the products of new company for exporting; to other countries through its own organisations or outlets at a remunerative price not below the price at which the products are sold in India. Neither party shall carry on their own business in a manner which will directly adversely affect the business and profitability of the new company. The expenses for the setting up and promotion of the new company would be shared equally by DINSON and HIMALAYA AGRO. The consideration for allotment of shares of the new company to DINSON shall be paid in cash and in kind such as by transfer of immovable properties for the setting up of factory and making arrangement for the office accommodation of the new company. The valuation of such immovable properties including office accommodation would be decided by mutual agreement between DINSON and HIMALAYA AGRO. Any disputes or differences arising in relation to this agreement, its construction, validity, performance, breach or any other question shall be referred to the Indian Chamber of Commerce for settlement by Arbitration or Conciliation in Calcutta and the decision of the said Arbitrator shall be final and binding on both the parties. This agreement is made subject to obtaining approvals of the Indian Government and other concerned authorities. In the event certain additions or alterations are required under this agreement due to imposition of certain terms and conditions by Government of India or appropriate authority granting the approval shall be incorporated in this agreement by way of a supplemental agreement and if required the Memorandum and Articles of Association of the new company would also be in confirmity with such directions or approvals of the appropriate authorities. IN WITNESS WHERE OF the parties hereto have signed, sealed and delivered these presents on the day, month and year first above-written. Signed, sealed and delivered by Mr.____________ Pursuant to the Board Resolution Dated of DINSON INC Signature in the presence of: 1.____________ 2.____________ Signed, sealed and delivered by Mr.____________ Pursuant to the Board Resolution Dated ____________ of HIMALAYA AGRO PVT LTD. Signature in the presence of: 1.____________ 2.____________