CONSENT TO AN ACQUISITION,
CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS IS REQUIRED TO
AVOID A DEFAULT THEREUNDER. (SCHEDULE F)
(G)
CORPORATE RECORDS.
COMPLETE AND ACCURATE
COPIES OF (I) THE ARTICLES OF INCORPORATION, AS AMENDED, (II) BYLAWS, AS AMENDED
AND (III) ALL MINUTE BOOKS, STOCK RECORD BOOKS AND OTHER RECORDS OF HAPS
TOGETHER WITH ALL AMENDMENTS THERETO TO THE DATE HEREOF. (SCHEDULE G)
(H)
SHAREHOLDERS.
A COMPLETE LIST OF ALL
PERSONS OR ENTITIES OWNING BENEFICIALLY GREATER THAN 5% OF A CLASS OF CAPITAL
STOCK OF HAPS PRIOR TO THE CLOSING DATE (AS CERTIFIED BY HAPS'S TRANSFER AGENT)
OR ANY RIGHTS TO SUBSCRIBE FOR, ACQUIRE, OR RECEIVE SHARES OF THE CAPITAL STOCK
OF HAPS (WHETHER WARRANTS, CALLS, OPTIONS, OR CONVERSION RIGHTS), INCLUDING
COPIES OF ALL STOCK OPTION PLANS WHETHER QUALIFIED OR NONQUALIFIED, AND OTHER
SIMILAR AGREEMENTS. (SCHEDULE H)
4
(I)
OFFICERS AND DIRECTORS.
A COMPLETE AND
CURRENT LIST OF ALL OFFICERS AND DIRECTORS OF HAPS, EACH OF WHOM SHALL RESIGN
EFFECTIVE AS OF THE EFFECTIVE DATE. (SCHEDULE I)
(J)
EMPLOYEES.
A COMPLETE AND ACCURATE LIST
OF ALL EMPLOYEES OF HAPS AND THEIR CURRENT RATE OF COMPENSATION AS OF THE DATE
OF THIS AGREEMENT. (SCHEDULE J)
(K)
LITIGATION.
A COMPLETE AND ACCURATE LIST
(IN ALL MATERIAL RESPECTS) OF ALL MATERIAL CIVIL, CRIMINAL, ADMINISTRATIVE,
ARBITRATION OR OTHER SUCH PROCEEDINGS OR INVESTIGATIONS (INCLUDING WITHOUT
LIMITATIONS UNFAIR LABOR PRACTICE MATTERS, LABOR ORGANIZATION ACTIVITIES,
ENVIRONMENTAL MATTERS AND CIVIL RIGHTS VIOLATIONS) PENDING OR, TO THE KNOWLEDGE
OF HAPS THREATENED, WHICH MAY MATERIALLY AND ADVERSELY AFFECT HAPS, INCLUDING
WITHOUT LIMITATION, ANY CLAIM BY ANY MEMBER OF THE KANEMITSU FAMILY, OR ANYONE
CLAIMING RIGHTS THROUGH ANY MEMBERS OF SUCH FAMILY. (SCHEDULE K)
(L)
TAX RETURNS.
ACCURATE COPIES OF ALL
FEDERAL, STATE AND LOCAL TAX RETURNS FOR HAPS FOR THE FISCAL YEARS ENDING
DECEMBER 31, 2003 AND 2004. (SCHEDULE L)
(M)
AGENCY REPORTS. COPIES OF ALL MATERIAL REPORTS
OR FILINGS (AND A LIST OF THE CATEGORIES OF REPORTS OR FILINGS MADE ON A REGULAR
BASIS) MADE BY HAPS UNDER ERISA, EEOC, FDA AND ALL OTHER GOVERNMENTAL AGENCIES
(FEDERAL, STATE OR LOCAL) DURING THE LAST FISCAL YEAR. (SCHEDULE M)
(N)
BANKS.
A TRUE AND COMPLETE LIST (IN ALL
MATERIAL RESPECTS), AS OF THE DATE OF THIS AGREEMENT, SHOWING (1) THE NAME OF
EACH BANK IN WHICH HAPS HAS AN ACCOUNT OR SAFE DEPOSIT BOX, AND (2) THE NAMES
AND ADDRESSES OF ALL SIGNATORIES. (SCHEDULE N)
(O)
JURISDICTIONS WHERE QUALIFIED.
A LIST OF
ALL JURISDICTIONS WHEREIN HAPS IS QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING. (SCHEDULE O)
(P)
EMPLOYEE AND CONSULTANT CONTRACTS.
A
COMPLETE AND ACCURATE LIST OF ALL EMPLOYEE AND CONSULTANT CONTRACTS WHICH HAPS
MAY HAVE. (SCHEDULE P)
(Q)
EMPLOYEE BENEFIT PLANS.
COMPLETE AND
ACCURATE COPIES OF ALL STOCK OPTIONS, BONUS, INCENTIVE COMPENSATION, DEFERRED
COMPENSATION, PROFIT SHARING, RETIREMENT, PENSION, GROUP INSURANCE, DISABILITY,
DEATH BENEFIT OR OTHER BENEFIT PLANS, TRUST AGREEMENTS OR ARRANGEMENTS OF HAPS
IN EFFECT ON THE DATE HEREOF OR TO BECOME EFFECTIVE AFTER THE DATE THEREOF,
TOGETHER WITH COPIES OF ANY DETERMINATION