LETTERS ISSUED BY THE INTERNAL REVENUE
SERVICE WITH RESPECT THERETO. (SCHEDULE Q)
(R)
INSURANCE POLICIES.
A COMPLETE AND
ACCURATE LIST (IN ALL MATERIAL RESPECTS) AND A DESCRIPTION OF ALL MATERIAL
INSURANCE POLICIES NAMING HAPS AS AN INSURED OR BENEFICIARY OR AS A LOSS PAYABLE
PAYEE OR FOR WHICH HAPS HAS PAID ALL OR PART OF THE PREMIUM IN FORCE ON THE DATE
HEREOF, SPECIFYING ANY NOTICE OR OTHER INFORMATION POSSESSED BY HAPS REGARDING
POSSIBLE CLAIMS THEREUNDER, CANCELLATION THEREOF OR PREMIUM INCREASES THEREON,
INCLUDING ANY POLICIES NOW IN EFFECT NAMING HAPS AS BENEFICIARY COVERING THE
BUSINESS ACTIVITIES OF HAPS. (SCHEDULE R)
(S)
LICENSES AND PERMITS.
A COMPLETE LIST OF
ALL LICENSES, PERMITS AND OTHER AUTHORIZATIONS OF HAPS. (SCHEDULE S)
3.02
ORGANIZATION, STANDING AND POWER.
HAPS IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF UTAH WITH ALL REQUISITE CORPORATE POWER TO OWN OR LEASE ITS
PROPERTIES AND CARRY ON ITS BUSINESSES AS ARE NOW BEING CONDUCTED.
5
3.03
QUALIFICATION.
HAPS IS DULY QUALIFIED AND IS
LICENSED AS A FOREIGN CORPORATION AUTHORIZED TO DO BUSINESS IN EACH JURISDICTION
WHEREIN IT CONDUCTS BUSINESS OPERATIONS.
SUCH JURISDICTIONS, WHICH ARE THE ONLY
JURISDICTIONS IN WHICH HAPS IS DULY QUALIFIED AND LICENSED AS A FOREIGN
CORPORATION, ARE SHOWN IN SCHEDULE O.
3.04
CAPITALIZATION OF HAPS.
THE AUTHORIZED CAPITAL
STOCK OF HAPS CONSISTS OF 900,000,000 SHARES OF STOCK, NO PAR VALUE, OF WHICH
THE ONLY SHARES ISSUED AND OUTSTANDING ARE 19,381,060 OF HAPS COMMON STOCK AND
3,018,760 SHARES OF HAPS CLASS A STOCK, WHICH SHARES WERE DULY AUTHORIZED,
VALIDLY ISSUED AND FULLY PAID AND NONASSESSABLE, AND WERE ISSUED IN ACCORDANCE
WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT") AND ANY RELEVANT STATE SECURITIES LAWS OR PURSUANT TO
VALID EXEMPTIONS THEREFROM. THERE ARE NO PREEMPTIVE RIGHTS WITH RESPECT TO THE
HAPS COMMON STOCK AND THE SHARES OF HAPS COMMON STOCK ARE FREE FROM RESTRICTIONS
ON TRANSFER (EXCEPT AS REQUIRED BY LAW) OR ANY OPTIONS, LIENS, PLEDGES, SECURITY
INTERESTS, ENCUMBRANCES OR CHARGES OF ANY KIND.
HAPS HAS NO OTHER EQUITY
SECURITIES OR SECURITIES CONTAINING EQUITY FEATURES AUTHORIZED, ISSUED OR
OUTSTANDING.
EXCEPT AS IDENTIFIED ON SCHEDULE H HERETO, THERE ARE NO AGREEMENTS
OR OTHER RIGHTS OR ARRANGEMENTS EXISTING WHICH PROVIDE FOR THE SALE OR ISSUANCE
OF CAPITAL STOCK BY HAPS, AND THERE ARE NO RIGHTS, SUBSCRIPTIONS, WARRANTS,
OPTIONS, CONVERSION RIGHTS OR OTHER AGREEMENTS OF ANY KIND OUTSTANDING TO
PURCHASE OR OTHERWISE ACQUIRE FROM HAPS ANY SHARES OF CAPITAL STOCK OR OTHER
SECURITIES OF HAPS.
THERE ARE NO AGREEMENTS OR OTHER OBLIGATIONS (CONTINGENT OR
OTHERWISE) WHICH MAY REQUIRE HAPS TO REPURCHASE OR OTHERWISE ACQUIRE ANY SHARES
OF ITS CAPITAL STOCK.
HAPS DOES NOT OWN, AND IS NOT A PARTY TO A CONTRACT TO
ACQUIRE, ANY EQUITY SECURITIES OR OTHER SECURITIES OF ANY ENTITY OR INDIRECT
EQUITY OR OWNERSHIP INTEREST IN ANY OTHER ENTITY.
HAPS IS NOT A PARTY TO, AND
THERE DO NOT EXIST ANY VOTING TRUSTS, PROXIES, OR OTHER CONTRACTS WITH RESPECT