Exhibit 10.8


 


SECURITY
AGREEMENT:

EQUIPMENT


 


1.             GRANT OF SECURITY INTEREST. For valuable consideration,
the undersigned HemaCare Corporation and Coral Blood Services, Inc., or
any of them (“Debtor”), hereby grants and transfers to WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Bank”) a security interest in all goods, tools,
machinery, furnishings, furniture and other equipment, now or at any time
hereafter, and prior to the termination hereof, owned or acquired by Debtor,
wherever located, whether in the possession of Debtor or any other person and
whether located on Debtor’s property or elsewhere, and all improvements,
replacements, accessions and additions thereto and embedded software included
therein (collectively called “Collateral”), together with whatever is
receivable or received when any of the Collateral or proceeds thereof are sold,
leased, collected, exchanged or otherwise disposed of, whether such disposition
is voluntary or involuntary, including without limitation, (a) all
accounts, contract rights, chattel paper (whether electronic or tangible),
instruments, promissory notes, documents, general intangibles, payment
intangibles and other rights to payment of every kind now or at any time
hereafter arising out of any such sale, lease, collection, exchange or other
disposition of any of the foregoing, (b) all rights to payment, including
returned premiums, with respect to any insurance relating to any of the
foregoing, and (c) all rights to payment with respect to any claim or
cause of action affecting or relating to any of the foregoing (hereinafter
called “Proceeds”).


 


2.             OBLIGATIONS SECURED. The obligations secured hereby are
the payment and performance of: (a) all present and future Indebtedness of
Debtor to Bank; (b) all obligations of Debtor and rights of Bank under
this Agreement; and (c) all present and future obligations of Debtor to
Bank of other kinds. The word “Indebtedness” is used herein in its most
comprehensive sense and includes any and all advances, debts, obligations and
liabilities of Debtor, or any of them, heretofore, now or hereafter made
incurred or created, whether voluntary or involuntary and however arising,
whether due or not due, absolute or contingent, liquidated or unliquidated,
determined or undetermined, including under any swap, derivative, foreign
exchange, hedge, deposit, treasury management or other similar transaction or
arrangement, and whether Debtor may be liable individually or jointly with
others, or whether recovery upon such Indebtedness may be or hereafter becomes
unenforceable.


 


3.             TERMINATION. This Agreement will terminate upon the
performance of all obligations of Debtor to Bank, including without limitation,
the payment of all Indebtedness of Debtor to Bank, and the termination of all
commitments of Bank to extend credit to Debtor, existing at the time Bank
receives written notice from Debtor of the termination of this Agreement.


 


4.             OBLIGATIONS OF BANK. Bank has no obligation to make any
loans hereunder.  Any money received by
Bank in respect of the Collateral may be deposited, at Bank’s option, into a
non-interest bearing account over which Debtor shall have no control, and the
same shall, for all purposes, be deemed Collateral hereunder.


 


5.             REPRESENTATIONS AND WARRANTIES. Debtor represents and
warrants to Bank that: (a) Debtor’s legal name is exactly as set forth on
the first page of this Agreement, and all of Debtor’s organizational
documents or agreements delivered to Bank are complete and accurate in every
respect; (b) Debtor is the owner and has possession or control of the
Collateral and Proceeds; (c) Debtor has the exclusive right to grant a
security interest in the 


 


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Collateral and Proceeds; (d) all Collateral and Proceeds are
genuine, free from liens, adverse claims, setoffs, default, prepayment,
defenses and conditions precedent of any kind or character, except the lien
created hereby or as otherwise agreed to by Bank, or as heretofore disclosed by
Debtor to Bank, in writing; (e) all statements contained herein are true
and complete in all material respects; (f) no financing statement covering
any of the Collateral or Proceeds, and naming any secured party other than
Bank, is on file in any public office; and (g) Debtor is not in the
business of selling goods of the kind included within the Collateral subject to
this Agreement, and Debtor acknowledges that no sale or other disposition of
any Collateral, including without limitation, any Collateral which Debtor may
deem to be surplus, has been or shall be consented to or acquiesced in by Bank,
except as specifically set forth in writing by Bank.


 


6.             COVENANTS OF DEBTOR.


 


(a)           Debtor agrees in general: (i) to pay Indebtedness
secured hereby when due; (ii) to indemnify Bank against all losses,
claims, demands, liabilities and expenses of every kind caused by property
subject hereto; (iii) to permit Bank to exercise its powers; (iv) to
execute and deliver such documents as Bank deems necessary to create, perfect
and continue the security interests contemplated hereby; (v) not to change
its name, and as applicable, its chief executive office, its principal
residence or the jurisdiction in which it is organized and/or registered
without giving Bank prior written notice thereof; (vi) not to change the
places where Debtor keeps any Collateral or Debtor’s records concerning the
Collateral and Proceeds without giving Bank prior written notice of the address
to which Debtor is moving same; and (vii) to cooperate with Bank in
perfecting all security interests granted herein and in obtaining such
agreements from third parties as Bank deems necessary, proper or convenient in
connection with the preservation, perfection or enforcement of any of its
rights hereunder.


 


(b)           Debtor agrees with regard to the Collateral and Proceeds,
unless Bank agrees otherwise in writing: (i) that Bank is authorized to
file financing statements in the name of Debtor to perfect Bank’s security
interest in Collateral and Proceeds; (ii) to insure the Collateral with
Bank named as loss payee, in form, substance and amounts, under agreements,
against risks and liabilities, and with insurance companies satisfactory to
Bank; (iii) to operate the Collateral in accordance with all applicable
statutes, rules and regulations relating to the use and control thereof,
and not to use the Collateral for any unlawful purpose or in any way that would
void any insurance required to be carried in connection therewith; (iv) not
to permit any lien on the Collateral or Proceeds, including without limitation,
liens arising from repairs to or storage of the Collateral, except in favor of
Bank; (v) to pay when due all license fees, registration fees and other
charges in connection with any Collateral; (vi) not to remove the
Collateral from Debtor’s premises except in the ordinary course of Debtor’s
business; (vii) not to sell, hypothecate or otherwise dispose of, nor
permit the transfer by operation of law of, any of the Collateral or Proceeds
or any interest therein; (viii) not to rent, lease or charter the
Collateral; (ix) to permit Bank to inspect the Collateral at any time; (x) to
keep, in accordance with generally accepted accounting principles, complete and
accurate records regarding all Collateral and Proceeds, and to permit Bank to
inspect the same and make copies thereof at any reasonable time; (xi) if
requested by Bank, to receive and use reasonable diligence to collect Proceeds,
in trust and as the property of Bank, and to immediately endorse as appropriate
and deliver such Proceeds to Bank daily in the exact form in which they are
received together with a collection report in form satisfactory to Bank; (xii)
not to commingle Proceeds or collections thereunder with other property; (xiii)
to give only normal allowances and credits and to advise Bank thereof immediately
in writing if they affect any Collateral or Proceeds in any material respect;
(xiv) in the event Bank elects to receive payments of Proceeds hereunder, to
pay all expenses incurred by Bank in connection therewith, including expenses
of accounting, correspondence, collection 


 


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efforts, reporting to account or contract debtors, filing, recording,
record keeping and expenses incidental thereto; and (xv) to provide any service
and do any other acts which may be necessary to maintain, preserve and protect
all Collateral and, as appropriate and applicable, to keep the Collateral in
good and saleable condition and repair, to deal with the Collateral in
accordance with the standards and practices adhered to generally by owners of
like property, and to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims.


 


7.             POWERS
OF BANK. Debtor appoints Bank its true attorney in fact to perform  any of the following powers,
which are coupled with an interest, are irrevocable until termination of this
Agreement and may be exercised from time to time by Bank’s officers and
employees, or any of them, whether or not Debtor is in default: (a) to
perform any obligation of Debtor hereunder in Debtor’s name or otherwise; (b) to
give notice to account debtors or others of Bank’s rights in the Collateral and
Proceeds, to enforce or forebear from enforcing the same and make extension or
modification agreements with respect thereto; (c) to release persons
liable on Proceeds and to give receipts and acquittances and compromise
disputes in connection therewith; (d) to release or substitute security; (e) to
resort to security in any order; (f) to prepare, execute, file, record or
deliver notes, assignments, schedules, designation statements, financing
statements, continuation statements, termination statements, statements of
assignment, applications for registration or like papers to perfect, preserve
or release Bank’s interest in the Collateral and Proceeds; (g) to receive,
open and read mail addressed to Debtor; (h) to take cash, instruments for
the payment of money and other property to which Bank is entitled; (i) to
verify facts concerning the Collateral and Proceeds by inquiry of obligors
thereon, or otherwise, in its own name or a fictitious name; (j) to
endorse, collect, deliver and receive payment under instruments for the payment
of money constituting or relating to Proceeds; (k) to prepare, adjust,
execute, deliver and receive payment under insurance claims, and to collect and
receive payment of and endorse any instrument in payment of loss or returned
premiums or any other insurance refund or return, and to apply such amounts
received by Bank, at Bank’s sole option, toward repayment of the Indebtedness
or replacement of the Collateral; (I) to exercise all rights, powers and
remedies which Debtor would have, but for this Agreement, with respect to all
the Collateral and Proceeds subject hereto; (m) to enter onto Debtor’s
premises in inspecting the Collateral; and (n) to do all acts and things
and execute all documents in the name of Debtor or otherwise, deemed by Bank as
necessary, proper and convenient in connection with the preservation and
perfection of its rights hereunder or enforcement of its rights hereunder after
an Event of Default. Notwithstanding anything to the contrary provided in this Section 7,
the Bank shall only exercise its rights and remedies under this Section 7(a),
(b), (c), (d), (e), (g), (h), (j), (k), (I) and (m) when Debtor is in
default.


 


8.             PAYMENT OF PREMIUMS, TAXES, CHARGES,
LIENS AND ASSESSMENTS.  Debtor
agrees to pay, prior to delinquency, all insurance premiums, taxes, charges,
liens and assessments against the Collateral and Proceeds, and upon the failure
of Debtor to do so, Bank at its option may pay any of them and shall be the
sole judge of the legality or validity thereof and the amount necessary to
discharge the same. Any such payments made by Bank shall be obligations of
Debtor to Bank, due and payable immediately upon demand, together with interest
at a rate determined in accordance with the provisions of this Agreement, and
shall be secured by the Collateral and Proceeds, subject to all terms and
conditions of this Agreement.


 


9.             EVENTS OF DEFAULT. The
occurrence of
any of the following shall constitute an “Event
of Default” under this Agreement: (a) any default in the payment or
performance of any obligation, or any defined event of default, under (i) any
contract or instrument evidencing any Indebtedness, or (ii) any other
agreement between Debtor and Bank, including without 


 


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limitation any loan agreement, relating to or executed in connection with
any Indebtedness; (b) any representation or warranty made by Debtor herein
shall prove to be incorrect, false or misleading in any material respect when
made; (c) Debtor shall fail to observe or perform any obligation or
agreement contained herein; (d) any impairment in the rights of Bank in
any Collateral or Proceeds, or any attachment or like levy on any property of
Debtor; and (e) Bank, in good faith, believes any or all of the Collateral
and/or Proceeds to be in danger of misuse, dissipation, commingling, loss,
theft, damage or destruction, or otherwise in jeopardy or unsatisfactory in
character or value.


 


10.           REMEDIES.  Upon the occurrence of any Event of Default, Bank shall have the  right to declare immediately due
and payable all or any Indebtedness secured hereby and to terminate any
commitments to make loans or otherwise extend credit to Debtor. Bank shall have
all other rights, powers, privileges and remedies granted to a secured party
upon default under the California Uniform Commercial Code or otherwise provided
by law, including without limitation, the right (a) to contact all persons
obligated to Debtor on any Collateral or Proceeds and to instruct such persons
to deliver all Collateral and/or Proceeds directly to Bank, and (b) to
sell, lease, license or otherwise dispose of any or all Collateral. All rights,
powers, privileges and remedies of Bank shall be cumulative. No delay, failure
or discontinuance of Bank in exercising any right, power, privilege or remedy
hereunder shall affect or operate as a waiver of such right, power, privilege
or remedy; nor shall any single or partial exercise of any such right, power,
privilege or remedy preclude, waive or otherwise affect any other or further
exercise thereof or the exercise of any other right, power, privilege or
remedy. Any waiver, permit, consent or approval of any kind by Bank of any
default hereunder, or any such waiver of any provisions or conditions hereof,
must be in writing and shall be effective only to the extent set forth in
writing. It is agreed that public or private sales or other dispositions, for
cash or on credit, to a wholesaler or retailer or investor, or user of property
of the types subject to this Agreement, or public auctions, are all
commercially reasonable since differences in the prices generally realized in
the different kinds of dispositions are ordinarily offset by the differences in
the costs and credit risks of such dispositions. While an Event of Default
exists: (a) Debtor will deliver to Bank from time to time, as requested by
Bank, current lists of all Collateral and Proceeds; (b) Debtor will not
dispose of any Collateral or Proceeds except on terms approved by Bank; (c) at
Bank’s request, Debtor will assemble and deliver all Collateral and Proceeds,
and books and records pertaining thereto, to Bank at a reasonably convenient
place designated by Bank; and (d) Bank may, without notice to Debtor,
enter onto Debtor’s premises and take possession of the Collateral. Debtor
further agrees that Bank shall have no obligation to process or prepare any
Collateral for sale or other disposition.


 


11.           DISPOSITION OF COLLATERAL AND
PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing
of Collateral hereunder, Bank may disclaim all warranties of title, possession,
quiet enjoyment and the like. Any proceeds of any disposition of any Collateral
or Proceeds, or any part thereof, may be applied by Bank to the payment of
expenses incurred by Bank in connection with the foregoing, including
reasonable attorneys’ fees, and the balance of such proceeds may be applied by
Bank toward the payment of the Indebtedness in such order of application as
Bank may from time to time elect. Upon the transfer of all or any part of the
Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds
and shall be fully discharged thereafter from all liability and responsibility
with respect to any of the


 


foregoing so transferred, and the transferee shall be vested with all
rights and powers of Bank hereunder with respect to any of the foregoing so
transferred; but with respect to any Collateral or Proceeds not so transferred,
Bank shall retain all rights, powers, privileges and remedies herein given.


 


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12.           STATUTE OF LIMITATIONS. Until all
Indebtedness shall have been paid in full and all commitments by Bank to extend
credit to Debtor have been terminated, the power of sale or other disposition
and all other rights, powers, privileges and remedies granted to Bank hereunder
shall continue to exist and may be exercised by Bank at any time and from time
to time irrespective of the fact that the Indebtedness or any part thereof may
have become barred by any statute of limitations, or that the personal
liability of Debtor may have ceased, unless such liability shall have ceased
due to the payment in full of all Indebtedness secured hereunder.


 


13.           MISCELLANEOUS. When there is more than one Debtor named
herein: (a) the word “Debtor” shall mean all or any one or more of them as
the context requires; (b) the obligations of each Debtor hereunder are
joint and several; and (c) until all Indebtedness shall have been paid in
full, no Debtor shall have any right of subrogation or contribution, and each
Debtor hereby waives any benefit of or right to participate in any of the
Collateral or Proceeds or any other security now or hereafter held by Bank.
Debtor hereby waives any right to require Bank to (i) proceed against
Debtor or any other person, (ii) marshal assets or proceed against or
exhaust any security from Debtor or any other person, (iii) perform any
obligation of Debtor with respect to any Collateral or Proceeds, and (d) make
any presentment or demand, or give any notice of nonpayment or nonperformance,
protest, notice of protest or notice of dishonor hereunder or in connection
with any Collateral or Proceeds. Debtor further waives any right to direct the
application of payments or security for any Indebtedness of Debtor or
indebtedness of customers of Debtor.


 


14.           NOTICES. All notices, requests and demands required under
this Agreement must be in writing, addressed to Bank at the address specified
in any other loan documents entered into between Debtor and Bank and to Debtor
at the address of its chief executive office (or principal residence, if
applicable) specified below or to such other address as any party may designate
by written notice to each other party, and shall be deemed to have been given
or made as follows: (a) if personally delivered, upon delivery; (b) if
sent by mail, upon the earlier of the date of receipt or three (3) days
after deposit in the U.S. mail, first class and postage prepaid; and (c) if
sent by telecopy, upon receipt.


 


15.           COSTS, EXPENSES AND ATTORNEYS’ FEES. Debtor shall pay to
Bank immediately upon demand the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys’ fees (to include
outside counsel fees and all allocated costs of Bank’s in-house counsel),
incurred by Bank in connection with (a) the perfection and preservation of
the Collateral or Bank’s interest therein, and (b) the realization,
enforcement and exercise of any right, power, privilege or remedy conferred by
this Agreement, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought by
Bank or any other person) relating to Debtor or in any way affecting any of the
Collateral or Bank’s ability to exercise any of its rights or remedies with
respect thereto. All of the foregoing shall be paid by Debtor with interest
from the date of demand until paid in full at a rate per annum equal to the
greater of ten percent (10%) or Bank’s Prime Rate in effect from time to time.


 


16.           SUCCESSORS;
ASSIGNS; AMENDMENT. This Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators,
legal representatives, successors and assigns of the parties, and may be
amended or modified only in writing signed by Bank and Debtor.


 


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17.           SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be  held
to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or any remaining provisions of
this Agreement.


 


18.           GOVERNING
LAW. This Agreement shall be governed by and construed in  accordance
with the laws of the State of California.


 


Debtor warrants that
Debtor is an organization registered under the laws of California.


 


Debtor
warrants that its chief executive office (or principal residence, if
applicable) is located at the following address: 15350 Sherman Way, Suite #350,
Van Nuys, CA 91406.


 


Debtor warrants that the
Collateral (except goods in transit) is located or domiciled at the following
additional addresses: 2250 Alcazar Street, #136, Los Angeles, CA 90033; 300
Professional Drive, Scarborough, ME 04074; 152 U.S. Route 1, Scarborough, ME 04074;
992 Union Street, Bangor, ME 04401; 120 Bloomingdale Road, Suite #4401,
White Plains, NY 10605 and 3347 S. Hoover Street, Suite C-10, Los Angeles,
CA 90007.


 


IN WITNESS WHEREOF, this
Agreement has been duly executed as of December 4, 2009.


 


	
  HEMACARE CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  John Doumitt

  	
   

  
	
   

  	
  John Doumitt

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/  Robert S. Chilton

  	
   

  
	
   

  	
  Robert S. Chilton

  	
   

  
	
   

  	
  Executive Vice President and Chief Financial
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CORAL BLOOD SERVICES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  John Doumitt

  	
   

  
	
   

  	
  John Doumitt

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Robert S. Chilton

  	
   

  
	
   

  	
  Robert S. Chilton

  	
   

  
	
   

  	
  Chief
  Financial Officer

  	
   

  



 


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