TRANSFER AND ASSUMPTION OF LIABILITIES AGREEMENT
THIS TRANSFER AND ASSUMPTION OF LIABILITIES AGREEMENT made and entered
into as of this 21st day of December, 2009 (the "Agreement") by and
between Harcom Productions, Inc. (the "Company") and Xxxxx Xxxxxxx
("Xxxxxxx").
WITNESSETH
WHEREAS, the Company intends to enter into an Agreement and Plan of
Reorganization with US Highland, Inc., whereas US Highland, Inc. will
be merged into the Company.
WHEREAS, in contemplation of the proposed merger, Xxxxxxx, an officer
and director of the Company, has purchased all of the assets of the
Company pursuant to an Asset Purchase Agreement dated December 21,
2009.
WHEREAS, US Highland has agreed to reduce the amount due to related
parties by one hundred forty three thousand, eight hundred twenty
dollars ($143,820). As a result, the amount due to related parties
shall be one hundred three thousand five hundred forty five dollars
($103,545).
WHEREAS, in connection with the foregoing, Xxxxxxx has agreed to assume
all of the remaining liabilities of the Company (the "Assumed
Liabilities") as described on Exhibit A;
WHEREAS, the parties hereto wish to enter into this Agreement in order
to effectuate the transfer and the assumption of the Assumed
Liabilities in accordance with the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which the Company hereby acknowledges, the parties
hereto agree as follows:
1. For and consideration of the issuance of a convertible
debenture for the face amount of $225,000, the Company hereby conveys
to Xxxxxxx the Assumed Liabilities and Xxxxxxx assumes all of the
Assumed Liabilities. The debenture, attached hereto as Exhibit B,
shall be immediately convertible into common shares of the Company at a
conversion price equal to 65% of the 28 day trading average prior to
conversion.
To the extent necessary, Xxxxxxx agrees to execute any and all
assignments or other documents which may be necessary to effect such
assumption or which may be requested by any creditor of the Company to
document such assumption.
2. Xxxxxxx hereby warrants itself to be obligated to pay the
Assumed Liabilities.
IN WITNESS WHEREOF, the Company and Xxxxxxx have caused this Agreement
to be executed and delivered on the date and date first above written.
Harcom Productions, Inc.
/s/Xxxxxx Xxxxxxx /s/Xxxxx Xxxxxxx
------------------------- ---------------------
By: Xxxxxx Xxxxxxx Xxxxx Xxxxxxx
Exhibit A
Assumed Liabilities
Long-term debt
Note payable to the former owners, dated July 1, 1999 bearing
interest at 6.5% per annum, payable on March 1, 2019. The balance on
the note payable net of current portion on December 31, 2007 was
$149,496 and on December 31, 2008 was $140,867. The balance on
November 30, 2009 is $134,018 plus current portion of $9,059.
Due to Related Party
Xxxxxxx Xxxxxxx, general manager has advanced funds to Harcom to
purchase materials expensed as costs of goods sold as well as to
occasionally meet payroll obligations. These loans were made through
the use of the General Manager's personal credit cards and personal
loans. As such, the amount of interest accrued is dictated by the
interest rate agreed to through the General Manager's credit agreement.
For the years ended December 31, 2008 and 2007, the net effect of
unpaid advances were $192,808 and $71,850, respectively. The net
effect of unpaid balances on November 30, 2009 is $247,365. Total
amount due and owing to related party after $143,280 payment by US
Highland, Inc. is $103,545 as of November 30, 2009.
Accounts Payable & Accrued Liabilities
As of November 30, 2009, accounts payable and accrued liabilities
were $19,812.
