In the High Court of New Zealand, Auckland Registry
CIV-2006-404-762
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 MENPE Partners):
We hereby certify, pursuant to section 51 of the Partnership Act 1908, that:
1. The Special Partnership is named Queensberry Holdings No 2 Limited (trading as the MENPE Partners).
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partner are set out in the Schedule.
3. The general nature of the partnership business is
the holding of shares in limited liability companies together with associated investment activities necessary or convenient for the purposes of the partnership business.
4. The principal place for the conduct of the partnership business 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 havingits registered office at Level Three,280 Parnell Road, Auckland US$1.00
Execution Signed by:
GEOFFREY CONE, Director.
Acknowledged before me this 14th day of February 2006:
R. EADY, J.P.
Special Partner
Name and Address Capital Contribution
EMIC LLC (“limited liability company”), a duly incorporated company havingits registered office at 3500 South Dupont Highway, Dover, Delaware 19901, United States of America US$99.00
Execution Signed by:
GEOFFREY CONE, Director.
Acknowledged before me this 14th day of February 2006:
R. EADY, J.P.