NEW ZEALAND GAZETTE, No. 106

27 SEPTEMBER 2007

Execution:

DAVID JOHN GLEN, Attorney.

Name and Address

Arguello Antipodean Associates, LLC, a Delaware limited liability company with its registered office at c/o Incorporating Services, Ltd., 3500 South DuPont Highway, Dover, County of Kent, Delaware, 19901, United States of America

Execution:
DAVID JOHN GLEN, Attorney.

Name and Address

Capital Contribution

NZ$569,481.00

PAL Corporation Limited, a limited liability company with its registered office at 29 Armadale Road, Remuera, Auckland

Execution:
DAVID JOHN GLEN, Attorney.

Capital Contribution

NZ$227,792.00

Acknowledged by each of the above Special Partners before me this 21st day of September 2007:
IAN BOYD–BELL, J.P.

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Certificate of Special Partnership

In the High Court of New Zealand, Auckland Registry
CIV-2007-404-5930

In the matter of Part II of the Partnership Act 1908, and in the matter of Southern Spars GP 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 Southern Spars GP 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.

3. The objects of the partnership are:
   (a) to establish and carry on in Auckland, New Zealand, Nevada, 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 Partners, 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 117 Pakenham Street, Auckland, New Zealand.

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

Southern Spars GP Limited, a duly incorporated company having its registered office at WHK Gosling Chapman (a division of WHK (NZ) Limited), Level 6, WHK Gosling Chapman Tower, 51–53 Shortland Street, Auckland 1010

Capital Contribution

$Nil

Execution:
DAVID JOHN GLEN, Director.
Acknowledged before me this 21st day of September 2007:
IAN BOYD–BELL, J.P.

Special Partners

Name and Address

North Marine Group, LLC, a Wisconsin limited liability company with its registered office at 630 Riverfront Drive, Suite 230, Sheboygan, Wisconsin, United States of America

Capital Contribution

NZ$278,985.00

Execution:
DAVID JOHN GLEN, Attorney.

Name and Address

Arguello Antipodean Associates, LLC, a Delaware limited liability company with its registered office at c/o Incorporating Services, Ltd., 3500 South DuPont Highway, Dover, County of Kent, Delaware, 19901, United States of America

Execution:
DAVID JOHN GLEN, Attorney.

Capital Contribution

NZ$42,271.00

Name and Address

PAL Corporation Limited, a limited liability company with its registered office at 29 Armadale Road, Remuera, Auckland

Execution:
DAVID JOHN GLEN, Attorney.

Capital Contribution

NZ$16,908.00

Acknowledged by each of the above Special Partners before me this 21st day of September 2007:
IAN BOYD–BELL, J.P.

pn6709