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
Name and Address Capital Contribution
Auckland UniServices Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland

$50,000.00
Ulysses New Zealand Investor LLC, Eighth Floor, UniServices House,
58 Symonds Street, Auckland

$10.00
Sinclair Investments Limited, care of Accounting Software & Services Limited, Level Fourteen, Forsyth Barr House, 165 Stuart Street, Dunedin


$500,000.00
K One W One Limited, 232B Hurstmere Road, Takapuna
$4,000,000.00
Todd Ventures Limited, Level Twelve, The Todd Building, corner of Lambton Quay and Brandon Street, Wellington

$1,000,000.00
Cordyline Limited, 55 Upland Road, Kelburn, Wellington
$250,000.00
ABN-Amro Nominees Limited, Level Ten, Southpac Tower, 45 Queen Street, Auckland

$250,000.00
Dr Peter Hunter, 31 Laurie Avenue, Parnell, Auckland
$250,000.00
Michael Peter Stiassny, care of Ferrier Hodgson & Co, Level Sixteen, Southpac Tower, 45 Queen Street, Auckland


$350,000.00
Wulf Knausenberger, 122 Puketui Valley Road, Hikuai
$500,000.00
Paul Edward Alex Baines, 12 Sefton Street, Wadestown, Wellington
$300,000.00
Malcolm David Woods and Kerry Franklin Hoggard, 12 Beerehaven Road, Seatoun, Wellington

$250,000.00
Peter Francis Menzies, Peter James Mahony and Mary Anne Mahoney,
24 Hamana Street, Devonport, Auckland


$600,000.00
David Alexander Alison and David John Alison, 43 Wood Street, Freemans Bay, Auckland

$400,000.00
John Deming, David Allan Hyams and Wayne Robert Adsett, P.O. Box
99-857, Newmarket, Auckland

$250,000.00
Silveracres Nominees Limited, Level Six, Otago House, 481 Moray Place, Dunedin

$300,000.00
Brian William Stokes and Barry George Hadlee, care of Duncan Cotterill, Level Nine, Clarendon Tower, corner of Worcester Street and Oxford Terrace, Christchurch



$250,000.00
Westmed Development Capital Limited, Level Six, 14 Viaduct Harbour Avenue, Auckland

$250,000.00
Lewis Holdings Limited, First Floor,
1 Pupuke Road, Takapuna, Auckland
$1,000,000.00
Essex Castle Unlimited, Level Six, Otago House, 481 Moray Place, Dunedin
$880,000.00
Auckland UniServices Limited, Seventh Floor, UniServices House, 58 Symonds Street, Auckland

$400,000.00
Emerald Capital Investments Limited, Level Nineteen, AXA House,
41 Symonds Street, Auckland

$500,000.00
Alistair Garth Dryden and Richard George Wilson, 6 The Rise, St Heliers, Auckland

$250,000.00
Kenneth John Cummings, 2 R.D., East Taieri, Dunedin
$250,000.00
Forbar Custodians Limited, care of Forsyth Barr, Level Fourteen, Forsyth Barr House, 165 Stuary Street, Dunedin

$300,000.00
Graeme Robert Edwards, R.P.O. Box
17, Leigh, North Auckland
$250,000.00
Dated this 21st day of December 2000.