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 Composite Rigging Limited and Company:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the special partnership is Composite Rigging Limited and Company.
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partner are set forth in the Schedule.
3. The objects of the partnership are:
(a) to establish and carry on in Auckland,
New Zealand, and Newport, United States of America, and elsewhere throughout the world the business of the manufacture and sale of spars, hydraulic equipment associated with spars, and sail and spar rigging and all other products
and services associated with those activities, and to undertake and carry out all other things which, in the opinion of the General Partner and the Special Partner, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the above objects and whether or not the partnership is engaged in the above objects;
(b) to purchase, lease, take on hire or by any other means acquire any real or personal property, any rights, licences, privileges or easements which the partnership may think necessary or convenient for the purposes of the partnership business;
(c) to manage, maintain, develop, exchange, mortgage, lease, sell or otherwise deal with or dispose of all or any part of the property and rights of the partnership; and
(d) to borrow, grant guarantees and indemnities, make investments, hold shares in companies (whether limited or unlimited liability) and do all other things which are necessary or desirable in connection with the partnership business.
4. The principal place from which the partnership business will be conducted is 62 Maritime Drive, Portsmouth, Rhode Island, United States of America.
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 relating to earlier dissolution or renewal, shall terminate upon the expiry of seven years from the date of registration of this certificate.
Schedule
General Partner
Name and Address Capital Contribution
Composite Rigging Limited, a duly incorporated company having its registered office at Level Six, 51-53 Shortland Street, Auckland,New Zealand $Nil
Acknowledged Before Me:
A. V. MACFARLANE, J.P.
Special Partner
Name and Address Capital Contribution
Southern Spars Group Partnership, care of 630 Riverfront Drive, Suite 200, Sheboygan, Wisconsin, United States of America 100,000one cent shares
Acknowledged Before Me:
M. L. JENS HAKEN, Notary Public.