In the High Court of New Zealand, Auckland Registry
CIV-2008-404-965
In the matter of Part II of the Partnership Act 1908, and
in the matter of Queensberry Holdings No 2 Limited and Company trading as the GALPER Partnership:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the Special Partnership is Queensberry Holdings No 2 Limited and Company trading as the GALPER Partnership.
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partner are set out in the Schedule.
3. The objects of the partnership are:
(a) To establish and carry on in Auckland and elsewhere business as a holder of shares in limited liability companies 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 object (“the partnership business”).
(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.
4. The principal place from which the partnership business will be conducted is the registered office
of the General Partner.
5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions of the deed
of participation relating to earlier dissolution, shall terminate upon the expiry of seven years from the date of registration of this certificate.
Schedule
General Partner
Name and Address Capital Contribution
Queensberry Holdings No 2 Limited, a duly incorporated company having its registered office at Level 3, 280 Parnell Road, Auckland US$1.00
Execution Signed by:
GEOFFREY CONE, Director.
Acknowledged before me this 13th day of February 2008:
DAVID B. GROVE, J.P.
Special Partner
Name and Address Capital Contribution
EMIC LLC, a duly incorporated company having its registered office at 3500 South Dupont Highway, Dover, Delaware 19901, United States of America US$99.00
Execution Signed by:
GEOFFREY CONE, for and on behalf of EMIC LLC by way of power of attorney dated the 13th day of February 2008.
Acknowledged before me this 13th day of February 2008:
DAVID B. GROVE, J.P.