TMEMORANDUM

&

ARTICLES OF ASSOCIATION

OF

BeBrainer Technologies Ltd.

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

BeBrainer Technologies Ltd.

I.

The name of

the company is BeBrainer Technologies

Ltd.

II.

The

registered office of the company shall be situated in Bangladesh.

III.

The objects

for which the company is established are all or any of the following (all

objects will be implemented after obtaining necessary permission from the

Government/concerned authority/competent authority before commencement of the

business):

1.

To carry on the business of printers and publishers of books, journals,

periodicals, newspapers, magazines, etc., in different languages and to

organize their sales in Bangladesh and outside Bangladesh directly or through

agents. To carry on the business of advertising agents for publicity through

cinema slides, pamphlets, neon signs, and all other modes of advertisement. To

carry on the business of transmission and broadcasting, established library,

telecasting, programming, audiovisual, production & marketing of

audio-visual software like music cassettes, soap operas, serials, information

& entertainment based programmers and all types of work related to

electronic media information and technology and mass communication, software

development and provision of I.T. related consultancy and other services. To

have an internet website, offering web based facilities like e-commerce,

emailing & electronic information services.

2. To

carry on the business as 1st Class Contractor, buying agents, general agents,

order suppliers indenters, exporter, importers, Marketing, Marketing Agents, Supplier,

Commission Agents , To undertake and carry on the business in Bangladesh and

elsewhere of event management, outdoor advertising activity, producers and

providers of contents and information in all its kinds, forms and description

including digital, electronic, analogue, internet, radio and mobile phones and

to provide other allied services and carry on allied activities. To carry on

business of advertising agency, TV production, PR & event management

agency, sports sponsorship, professional video production, editing dubbing,

shooting and hiring of professional equipment supplies, advertising firm,

modeling firm, to carry on the business of daily life solutions via suitable

platform including ICT, telecom, power solution.

3.

To carry on all or any of the business of

printers, publishers, stationers, lithographers, type founders, stereotypes,

electrotypers, photographic printers, photo lithographers,

chromo-lithographers, engravers, diesinkers, bookbinders, designers, card printers,

calendar printers, translators, papers and ink or the stationery goods

manufacturers, book-sellers engineers, contractors and dealers in or

manufacturers of or importers and exporters of any other articles, goods,

finished or unfinished or other things of a character or kind similar or

analogous to the foregoing or any of them or connected directly with them. To

collect, supply This document is digitally signed. Please find the soft copy to

verify the signature. and disseminate, inform or open information to employ

correspondents, authors, writers, and others and to pay for news information,

caricatures, articles, copyrights of publication, and translation and other

rights in respect of any literary, scientific, artistic or other matter and to

publish the same or to dispose of the same.

4. To carry on the business of General

Trading, Export and Import of all commercially permissible items and acting as

Dealer, Indenter, General Supplier, for this limited purpose Publications to

carry on such business undertaken by them on such terms and conditions as

mutually agreed upon including such take over, without in any manner effecting

the arrangements and agreements entered by the vendors with Government Govt.

& Semi Govt. Organizations, Banks, school, collage, university, Advertisers

and Agencies, Sales Agents, Consultants, Suppliers or their representatives or

any other business organizations but actually stepping into the shoes of the

Vendors with regard to all such agreements between the Vendors and other parties

mentioned above, with regard to these publications.

5.

To

provide IT enabled services, IT Business, Supply, Marketing, Digital Marketing,

Software development, Knowledge process outsourcing, call center, e-commerce

site and/or app with/without reselling systems or marketplace with/without

multivendor, online marketing platform, marketplace like B2B, B2C, C2C, content

development, multi-vendor site, e-services, business of providing

solutions and services, supply, marketing, sale, purchase, license or otherwise

deal in Internet portals and undertake and conduct related business and do all

matters and things including local and cloud server, SEO, SMM and other

technology related businesses, map, IoT devices manufacture and application

development, ISP, networking, IP telephony systems, data management services and

solutions, data connectivity solutions, IT and ITES research, development and

other related business.

6.

To

carry on the business of consultancy services in preparation of project profile

of all types of industries and joint-venture projects and to do the feasibility

study including but not limited to advising the mode and manner of equity

participation and to prepare the documents for individual and joint-venture

organization intending to consultancy firm, college, University & other

educational institutions and act as a representative of local and foreign

educational institutions.

7.

To purchase or otherwise acquire, either

wholly or any part and to print publication, edit newspapers, magazines,

pamphlets, journals, dailies, reviews, pictorials, annuals, supplements,

biographies, autography¿s, books, treatises, pictures, circulars, encyclopedias

and other literature or works and publications and to carry on business as bill

posters and to deal in pictures, photographers, autographs, paintings,

pictorial post cards, calendars, diaries, stationery, artistic goods, artistic

materials and to act as picture frame makers, photographers, artists,

sculptors, painters, decorated, circulating, library keepers.

For More Info Email Us: support@bebrainer.com