OFFICE OF THE SECRETARY OF STATE
STATE OF OKLAHOMA
CERTIFICATE OF MERGER
WHEREAS, HARCOM PRODUCTIONS, INC.
A corporation organized under the laws of the State of OKLAHOMA, has
filed in the office of the Secretary of State duly authenticated
evidence of a merger whereby said corporation is the survivor, provided
by the laws of the State of Oklahoma.
NOW THEREFORE, I, the undersigned Secretary of State of Oklahoma, by
virtue of the powers vested in me by law, do hereby issue this
Certificate evidencing such merger.
IN TESTIMONY WHEREOF, I have hereunto set my hand and caused to be
affixed the Great Seal of the State of Oklahoma.
Filed in the City of Oklahoma City this 25th day of January, 2010.
SEAL /w/ M. Susan Savage
Secretary of State
ARTICLES OF MERGER
ARTICLES OF MERGER (these "Articles") made and entered into as of
January 22, 2010 by and between Harcom Productions, Inc., an Oklahoma
corporation ("Harcom") and US Highland, Inc., an Oklahoma corporation
("US Highland"). These Articles are adopted pursuant to Oklahoma
Statutes. All of such laws expressly permit the merger described
herein; subject to and pursuant to all of the terms and conditions as
set forth herein.
ARTICLE I
SURVIVOR CORPORATION
Harcom, an Oklahoma corporation, shall be the "Survivor Corporation".
ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING
On the date of these Articles of Merger, Harcom has authority to issue
100,000,000 shares of Common Stock, $.01 par value, of which 11,462,500
shares are issued and outstanding. On the date of these Articles of
Merger, US Highland has authority to issue 10,000,000 shares of Common
Stock, $.00001 par value (the "US Highland Common Stock"), of which
10,000,000 common shares are issued and outstanding.
ARTICLE III
SHAREHOLDER VOTE
On January 22, 2010, a majority of the shareholders entitled to vote on
the action constituting 81.6% of the outstanding shares of US Highland
Common Stock approved the Agreement and Plan of Merger to merge US
Highland into Harcom. Said number of votes was sufficient for approval
by the shareholders. The plan of merger was duly authorized by all
action required by the laws under which it was incorporated and by its
constituent documents.
On January 22, 2010, a majority of the shareholders entitled to vote on
the action constituting 81.6% of the outstanding shares of Harcom
Common Stock approved the Agreement and Plan of Merger to merge US
Highland into Harcom. Said number of votes was sufficient for approval
by the shareholders. The plan of merger was duly authorized by all
action required by the laws under which it was incorporated and by its
constituent documents.
ARTICLE IV
PLAN OF MERGER
The executed Agreement and Plan of Merger is on file at the principal
place of business of the Survivor Corporation. Subsequent to the
merger, the principal place of business shall be 8722 South Peoria,
Jenks, OK 74132. A copy of the Agreement and Plan of Merger will be
furnished by the Survivor Corporation to any shareholder of any
constituent corporation.
The terms of the Agreement and Plan of Merger are as follows:
(1) Merger. US Highland shall be merged with and into Harcom, and
Harcom shall survive the merger ("Merger"), effective upon the date
when the Agreement and Plan of Merger is made effective in accordance
with applicable laws (the "Effective Date").
(2) Amendment to Articles of Incorporation. Article I of the
Articles of Incorporation of Harcom shall be amended as to read - "The
name of the corporation is US Highland, Inc.
(3) Governing Documents. The Bylaws of Harcom, in effect on the
Effective Date, shall continue to be the Bylaws of Harcom as the
Survivor Corporation without change or amendment until further amended
in accordance with the provisions thereof and applicable laws.
(4) Stock of US Highland. On and after the Effective Date, all of
the outstanding certificates which prior to that time represented all
of the issued and outstanding shares of US Highland shall be recalled
and canceled and 10,000,000 Harcom Common Shares shall be issued in
proportion to their ownership percentage. The registered owner on the
books and records of US Highland or its transfer agents of any
outstanding certificate shall, until such certificate shall have been
surrendered for transfer or otherwise accounted for to Harcom or its
transfer agents, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other
distributions upon the shares of Harcom Common Stock evidenced by such
outstanding certificate as above provided.
(5) Further Assurances. From time to time, as and when required by
the Survivor Corporation or by its successors and assigns, there shall
be executed and delivered on behalf of US Highland such deeds and other
instruments, and there shall be taken or caused to be taken by it such
further and other action, as shall be appropriate or necessary in order
to vest, perfect or confirm, of record or otherwise, in the Survivor
Corporation the title to and possession of all the property, interests,
assets, rights, privileges, immunities, powers, franchises and
authority of US Highland, and otherwise to carry out the purposes of
the Merger Agreement, and the officers and directors of the Survivor
Corporation are fully authorized in the name and on behalf of US
Highland or otherwise to take any and all such action and to execute
and deliver any and all such deeds and other instruments.
(6) Book Entries. As of the Effective Date, entries shall be made
upon the books of Harcom in accordance with the following.
(a) The assets and liabilities of US Highland shall be recorded
at the amounts at which they were carried on the books of US Highland
immediately prior to the Effective Date, with appropriate adjustments
to reflect the retirement of the Common Shares of US Highland presently
issued and outstanding.
(b) There shall be credited to the common stock account of
Harcom the aggregate amount of the stated value of all shares of Harcom
Common Stock resulting from the conversion of the outstanding US
Highland Common Stock pursuant to the merger.
(c) There shall be credited to the retained earnings account of
Harcom the aggregate of the amount carried in the retained earnings
account of US Highland immediately prior to the Effective Date.
(7) Access to Documentation. Prior to the merger, Harcom and US
Highland shall provide each other full access to their books and
records, and shall furnish financial and operating data and such other
information with respect to their business and assets as may reasonably
be requested from time to time. If the proposed transaction is not
consummated, all parties shall keep confidential any information
(unless ascertainable from public filings or published information)
obtained concerning each others operations, assets and business.
(8) Abandonment. At any time before the effective Date, the
Agreement and Plan of Merger and the Articles of Merger may be
terminated and the merger may be abandoned by the Board of Directors of
either Harcom or US Highland or both, notwithstanding approval of the
Agreement and Plan of Merger by the shareholders of Harcom or the
shareholders of US Highland or both.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly
approved by resolution of the Boards of Directors of Harcom and US
Highland and their respective shareholders, is hereby executed on
behalf of each of said two corporations by their respective officers
thereunto duly authorized.
Harcom Productions, Inc. ATTEST:
An Oklahoma corporation
/s/Mats Malmberg Deborah Engles
- ----------------- -------------------------
Mats Malmberg, President Deborah Engles, Secretary
US Highland, Inc. ATTEST:
An Oklahoma corporation
/s/Chase Bales Deborah Engles
- ------------------ ------------------------
Chase Bales, President Deborah Engles, Secretary
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