Legal Documents

MEMORANDUM OF ASSOCIATION
OF
NUQTA TECHNOLOGY L.L.C.

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ARTICLE 1: COMPANY NAME
The name of the Company shall be "NUQTA TECHNOLOGY L.L.C." (hereinafter referred to as "the Company").

ARTICLE 2: HEAD OFFICE
The head office of the Company shall be located in the Emirate of Dubai, United Arab Emirates. The Company may establish branches, agencies, or representative offices within or outside the UAE, subject to applicable laws and regulations.

ARTICLE 3: OBJECTIVES AND ACTIVITIES
The Company is established to engage in the following activities:

Primary Activities:
1. E-Commerce Portal Services
2. Technology Services and Solutions
3. Mobile Application Development and Operation
4. Loyalty and Rewards Program Management
5. Digital Marketing Services
6. Payment Facilitation Services (through licensed partners)
7. Data Analytics and Business Intelligence Services

The Company may engage in any other lawful commercial activities related to its primary objectives.

ARTICLE 4: DURATION
The Company shall be established for an unlimited duration, commencing from the date of its registration in the Commercial Register.

ARTICLE 5: SHARE CAPITAL
The authorized share capital of the Company shall be THREE HUNDRED THOUSAND UAE DIRHAMS (AED 300,000), divided into 300 shares of AED 1,000 each.

The capital is fully subscribed and paid as follows:

┌─────────────────────────┬─────────────┬─────────────┬───────────────┐
│ Shareholder Name        │ Nationality │ No. Shares  │ Capital (AED) │
├─────────────────────────┼─────────────┼─────────────┼───────────────┤
│ Rejaul Karim            │ Indian      │ 300         │ 300,000       │
├─────────────────────────┼─────────────┼─────────────┼───────────────┤
│ TOTAL                   │             │ 300         │ 300,000       │
└─────────────────────────┴─────────────┴─────────────┴───────────────┘

ARTICLE 6: MANAGEMENT
The Company shall be managed by:

Managing Director / CEO: Rejaul Karim
- Full authority to represent the Company
- Authority to sign on behalf of the Company
- Authority to enter into contracts and agreements
- Authority to open and operate bank accounts
- Authority to appoint and dismiss employees

ARTICLE 7: FINANCIAL YEAR
The financial year of the Company shall commence on January 1st and end on December 31st of each year. The first financial year shall commence from the date of registration.

ARTICLE 8: PROFIT AND LOSS DISTRIBUTION
Profits and losses shall be distributed among the shareholders in proportion to their respective shareholdings after:
- Setting aside the legal reserve as required by law
- Payment of all taxes and obligations
- Any other reserves as determined by shareholders

ARTICLE 9: TRANSFER OF SHARES
Transfer of shares shall be subject to:
- Written consent of all shareholders
- Compliance with applicable UAE laws
- Right of first refusal to existing shareholders
- Proper documentation and registration

ARTICLE 10: DISSOLUTION AND LIQUIDATION
The Company may be dissolved:
- By unanimous resolution of shareholders
- Upon occurrence of events specified by law
- By court order

Upon dissolution, the Company shall be liquidated in accordance with UAE Commercial Companies Law.

ARTICLE 11: DISPUTE RESOLUTION
Any disputes arising from this Memorandum shall be resolved through:
1. Amicable negotiation between parties
2. Mediation through Dubai Chamber of Commerce
3. Arbitration under Dubai International Arbitration Centre (DIAC) rules
4. Courts of Dubai, UAE as final resort

ARTICLE 12: GOVERNING LAW
This Memorandum shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai.

ARTICLE 13: AMENDMENTS
This Memorandum may be amended by written resolution of shareholders holding at least 75% of the share capital, subject to applicable legal requirements.

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SIGNATURES

Shareholder: ___________________________
Name: Rejaul Karim
Date: _________________________________
Place: Dubai, UAE

Witness 1: ____________________________
Name: ________________________________
Emirates ID: __________________________

Witness 2: ____________________________
Name: ________________________________
Emirates ID: __________________________

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NOTARIZATION

Notarized before me on this ______ day of _____________, 2026
At Dubai Courts, United Arab Emirates

Notary Public: _________________________
Stamp and Seal:


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