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Memorandum and Articles of Association

of

PioneerTech Ventures Inc

1. Interpretation

1.1. Definitions

In this Memorandum and Articles of Association, the following terms shall have the meanings set forth below:

"Act" means the United States corporations legislation in force from time to time;

"Board" means the board of directors of the Company, as constituted from time to time;

"Company" means PioneerTech Ventures Inc;

"Directors" means the members of the Board;

"Members" means the shareholders of the Company;

"Shares" means the shares in the capital of the Company.

2. Purpose of the Company

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Act, including but not limited to technology investment, research and development, providing consultancy and advisory services on technology, and other related activities.

3. Authorized Share Capital

3.1. The authorized share capital of the Company is divided into 1,000,000 shares of common stock, having a par value of $0.0001 per share, and 100,000 shares of preferred stock, having a par value of $0.001 per share. The rights, preferences, and restrictions attaching to each class of shares shall be determined by the Board.

3.2. The Company may issue shares on such terms and conditions and for such consideration, whether in money or in kind, as the Board shall determine, subject to the provisions of the Act.

4. Issue of Shares

4.1. Subject to the articles and the Act, the Board may issue, allot, sell, grant options or rights to subscribe for or otherwise dispose of the unissued shares of the Company to such persons, on such terms and conditions and at such times as the Board may consider necessary or advisable.

4.2. The Board may also issue shares of the Company for the consideration it deems to be in the best interests of the Company, without the necessity of fixing a valuation on such consideration.

5. Rights of Shareholders

5.1. Each shareholder shall have the right to receive notice of, attend, and vote at all meetings of the shareholders of the Company, in accordance with the Act and the provisions of these articles.

5.2. Each shareholder shall have the right to receive any dividends declared by the Board on their shares.

5.3. Upon the liquidation, dissolution, or winding up of the Company, each shareholder shall be entitled to receive the assets of the Company, subject to the preferences of any preferred shares, in proportion to the number of shares held by them.

6. Board of Directors

6.1. The business and affairs of the Company shall be managed under the direction of the Board. The Board shall have the power to exercise all the powers and authority of the Company necessary or appropriate for carrying out the purposes of the Company.

6.2. The Board shall consist of not less than one (1) nor more than ten (10) directors, as may be determined by the Board from time to time.

6.3. The directors shall be elected at each annual general meeting of the shareholders of the Company, or at any special meeting of the shareholders held for such purpose, in accordance with the provisions of the Act and these articles.

7. Directors' Meetings

7.1. The Board shall meet at such times and places as it determines necessary to carry out its duties and responsibilities, subject to the notice requirements of the Act and these articles. The Board may also adopt rules and regulations for the conduct of its meetings, consistent with the provisions of the Act and these articles.

7.2. The quorum for a meeting of the Board shall be a majority of the directors then in office, unless otherwise established by the Board.

7.3. At all meetings of the Board, the affirmative vote of a majority of the directors present shall be required to pass any resolution or take any action.

8. Shareholders' Meetings

8.1. The annual general meeting of the shareholders of the Company shall take place at such time and place as the Board shall determine, in accordance with the provisions of the Act and these articles.

8.2. Special meetings of the shareholders may be called by the Board or by the holders of not less than one-tenth of the issued shares of the Company, in accordance with the provisions of the Act and these articles.

8.3. Notice of all meetings of the shareholders, specifying the time, place, and general nature of the business to be transacted, shall be given in accordance with the provisions of the Act and these articles.

9. Execution of Documents

9.1. All deeds, documents, and other instruments requiring execution by the Company may be executed by any two Directors or by any Director and the Secretary or any Assistant Secretary, as authorized by the Board.

9.2. The Board may authorize the use of a facsimile of the seal to be affixed to such deeds, documents, and other instruments which it may determine.

10. Dividends

10.1. The Board may, subject to the provisions of the Act and these articles, declare and pay dividends on the shares of the Company in such amounts and at such times as it shall consider necessary or advisable.

10.2. No dividend shall be declared or paid other than out of the profits of the Company or out of such other funds as may be available for the payment of dividends in accordance with the Act.

11. Amendment of Memorandum and Articles of Association

11.1. Subject to the provisions of the Act, these Memorandum and Articles of Association may be amended, altered, or repealed by the vote of a majority of the shareholders present in person or by proxy at any annual general meeting or special meeting of the shareholders, provided that notice of the proposed amendment, alteration, or repeal has been given in the notice of the meeting.

12. Governing Law

This Memorandum and Articles of Association are governed by and construed in accordance with the laws of the United States and shall be enforceable thereunder.

IN WITNESS WHEREOF,

this Memorandum and Articles of Association have been executed by the undersigned Director, who acknowledges and agrees to be bound by the same, effective as of the date first above written.

____________________________

Name:

Title: Director

Date: