In the High Court of New Zealand, Auckland Registry
In the matter of Part II of the Partnership Act 1908, and in the matter of New Zealand Seed Fund Partnership Limited and Company:
It is hereby certified, pursuant to sections 51 and 58 of the Partnership Act 1908, that:
1. The name of the special partnership is New Zealand Seed Fund Partnership Limited and Company.
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partners are as set out below in the Schedule.
3. The objects of the Partnership shall be the business of investing in technology based entities by providing seed and venture capital to those entities subject to the following:
(a) Investments must be in technologies which originate from or which have been developed further in New Zealand;
(b) At least 50% (in value) of the assets of the Partnership must be in projects originating from the University of Auckland except where insufficient suitable investments from this source are available to the Partnership, whereupon the shortfall shall be available for projects originating from other New Zealand education or research organisations;
(c) No less than 5% of the assets of the Partnership shall be reserved for proof of projects which will be carried out prior to the formulation of any final project structure;
(d) Investments must primarily be in the areas of biotechnology, medical devices, information systems, electronics, engineering and agricultural biotechnology;
(e) There will be no investments in real estate (except to the extent that entities require premises and leasehold improvements), public traded securities of any type (except to the extent that they are public traded securities which have been issued to the Joint Venture as a result of or prior to the securities being tradeable by the public or as a result of a previous investment in the same entity) and projects that do not meet the above criteria;
(f) The General partner shall conduct such other business as shall be determined by the Partnership by Special Resolution of the Special Partners; and
(g) All Partnership business shall be conducted through the Joint Venture.
4. The principal place from which the business of the Partnership will be conducted is the registered office of the General Partner or such other place as the General Partner may decide.
5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions in the Deed of Participation of the Partnership relating to earlier dissolution and renewal, shall terminate upon the expiry of 7 years from the date of registration of this certificate.
Schedule
General Partner
Name and Address Capital Contribution
New Zealand Seed Fund Partnership Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland Nil
Special Partners
Names and Addresses Capital Contribution
Auckland UniServices Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland $50,000
Ulysses New Zealand Investor LLC, Eighth Floor, UniServices House, 58 Symonds Street, Auckland $10
Sinclair Investments Limited, care of Accounting Software & Services Limited, Level Fourteen, Forsyth Barr House, 165 Stuart Street, Dunedin $500,000
K One W One Limited, 232B Hurstmere Road, Takapuna, Auckland $4,000,000
Todd Ventures Limited, Level Twelve, The Todd Building, corner of Lambton Quay and Brandon Street, Wellington $1,000,000
Cordyline Limited, 55 Upland Road, Kelburn, Wellington $250,000
ABN-Amro Nominees Limited, Level Ten, Southpac Tower, 45 Queen Street, Auckland $250,000
Dr Peter Hunter, 31 Laurie Avenue, Parnell, Auckland $250,000
Mr Michael Peter Stiassny, care of Ferrier Hodgson & Co, Level Sixteen, Southpac Tower, 45 Queen Street, Auckland $350,000
Mr Wulf Knausenberger, 122 Puketui Valley Road, Hikuai $500,000
Mr Paul Edward Alex Baines, 12 Sefton Street, Wadestown, Wellington $300,000
Mr Malcolm David Woods and Mr Kerry Franklin Hoggard, 12 Beerehaven Road, Seatoun, Wellington $250,000
Mr Peter Francis Menzies, Mr Peter James Mahoney and Mrs Marg Anne Mahoney, 24 Hamana Street, Devonport, Auckland $600,000
Mr David Alexander Alison and Mr David John Alison, 43 Wood Street, Freemans Bay, Auckland $400,000
Mr John Deming, Mr David Allan Hyams and Mr Wayne Robert Adsett, P.O. Box 99-857, Newmarket, Auckland $250,000
Silveracres Nominees Limited, Level Six, Otago House, 481 Moray Place, Dunedin $300,000
Mr Brian William Stokes and Mr Barry George Hadlee, care of Duncan Cotterill, Level Nine, Clarendon Tower, corner of Worcester Street and Oxford Terrace, Christchurch $250,000
Westmed Development Capital Limited, Level Six, 14 Viaduct Harbour Avenue, Auckland $250,000
Lewis Holdings Limited, First Floor, 1 Pupuke Road, Takapuna, Auckland $1,000,000
Essex Castle Unlimited, Level Six, Otago House, 481 Moray Place, Dunedin $400,000
Auckland UniServices Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland $400,000
Dated the 19th day of July 2000.