In the High Court of New Zealand, Auckland Registry
SP.No.4/2004
In the matter of Part II of the Partnership Act 1908,
and in the matter of Whale Rider International Limited and Company:
It is hereby certified, pursuant to sections 51 and 54 of the Partnership Act 1908, that:
1. The name of the special partnership is Whale Rider International Limited and Company.
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partners are as set forth in the Schedule hereto.
3. The business of the partnership will be to exploit on a worldwide basis for the exclusive benefit of the partnership, the theatrical and merchandising rights granted to the partnership with respect to the book entitled The Whale Rider and to undertake and carry out any other activity or business ancillary or incidental thereto.
4. The principal place from which the partnership business will be conducted is at the registered office of the General Partner, Level Six, 57-59 Fort Street, Auckland.
5. The term of the partnership shall commence upon the date of registration of this certificate of Special Partnership with the Registrar of the High Court at Auckland and shall end upon the sooner to occur of:
(a) the registration of a certificate of dissolution pursuant to section 62 of the Partnership Act 1908; or
(b) the expiration of seven years from the date of registration of this certificate or, if the term of the partnership shall have been extended in accordance with sections 57 and 58 of the Partnership Act 1908, then the expiration of the extended term.
Notwithstanding the term of the partnership commencing in accordance with the above however, there shall be an absolute prohibition on the partnership carrying on any business whatsoever until this certificate has been published in strict accordance with the terms of section 56 of the Partnership Act 1908.
Schedule
General Partner
Name and Address Capital Contribution
Whale Rider International Limited, Level Six, 57-59 Fort Street, Auckland (limited liability company). $Nil
Special Partners
Name and Address Capital Contribution
EAM Services, L.L.C., Twentieth Floor, 660 Madison Avenue, New York, NY10021, United States of America (limited liability company). 5 units in aggregate being $250,000.00
Kahu L.L.C., 101 Park Avenue, New York, NY10178, United States of America (limited liability company). 5 units in aggregate being $250,000.00
This certificate signed by the General Partner and all the Special Partners.