ASSIGNMENT FOR THE BENEFIT OF CREDITORS
Exhibit
99.1
THIS
ASSIGNMENT, made this 4th day of December, 2007, between HemaCare Bioscience,
Inc., a Florida corporation, with its principal place of business at 0000
XX
00xx
Xxxxxx,
Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000, hereinafter "ASSIGNOR," and XXXX
XXX
XXXXX, whose address is Xxxxxxx Xxxxxxx & Associates, Inc., 0000 X.X. 000
Xxxxxx, Xxxxx 000-00, Xxxxxxxx Xxxxx, Xxxxxxx 00000, hereinafter
"ASSIGNEE."
WHEREAS,
the Assignor has been engaged in the business of providing biotechnology
services.
WHEREAS,
the ASSIGNOR is indebted to creditors as set forth in Schedule A annexed
hereto,
is unable to pay its debts as they become due, and is desirous of providing
for
the payment of its debts, so far as it is possible by an assignment of all
of
its assets for that purpose.
NOW
THEREFORE, the ASSIGNOR, in consideration of the ASSIGNEE's acceptance of
this
Assignment, and for other good and valuable consideration, hereby grants,
assigns, conveys, transfers, and sets over unto the ASSIGNEE, his successors
and
assigns, all of its assets, except such assets as are exempt by law from
levy
and sale under an execution including, but not limited to, all real property,
fixtures, goods, stock inventory, equipment, furniture, furnishings, accounts
receivable, bank deposits, cash, promissory notes, cash value and proceeds
of
insurance policies, claims and demands belonging to the ASSIGNOR, wherever
such
assets may be located, hereinafter the "ESTATE," as which assets are, to
the
best knowledge and belief of the ASSIGNOR, set forth on Schedule B annexed
hereto.
The
ASSIGNEE shall take possession and administer the ESTATE in accordance with
the
provisions of Chapter 727, Florida Statutes, and shall liquidate the assets
of
the ESTATE with reasonable dispatch and convert the ESTATE into money, collect
all claims and demands hereby assigned as may be collectible, and pay and
discharge all reasonable expenses, costs, and disbursements in connection
with
the execution and administration of this Assignment from the proceeds of
such
liquidation and collections.
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The
ASSIGNEE shall then pay and discharge in full, to the extent that funds are
available in the ESTATE after payment of administrative expenses, costs,
and
disbursements, all of the debts and liabilities now due from the ASSIGNOR,
including interest on such debts and liabilities. If funds of the ESTATE
shall
not be sufficient to pay such debts and liabilities in full, then the ASSIGNEE
shall pay from funds of the ESTATE such debts and liabilities, on a pro rata
basis and in proportion to their priority as set forth in Florida Statutes
§
727.114.
In
the
event that all debts and liabilities are paid in full, any funds of the ESTATE
remaining shall be returned to the ASSIGNOR.
To
accomplish the purposes of this Assignment, the ASSIGNOR hereby appoints
the
ASSIGNEE its true and lawful attorney, irrevocable, with full power and
authority to all acts and things which may be necessary to execute the
Assignment hereby created; to demand and recover from all persons all assets
of
the ESTATE; to xxx for the recovery of such assets; to execute, acknowledge,
and
deliver all necessary deeds, instruments, and conveyances; and to appoint
one or
more attorneys under him to assist him in carrying out his duties
hereunder.
The
ASSIGNOR hereby authorizes the ASSIGNEE to sign the name of the ASSIGNOR
to any
check draft, promissory note, or other instrument in writing which is payable
to
the order of the ASSIGNOR, or to sign the name of the ASSIGNOR to any instrument
in writing, whenever it shall be necessary to do so, to carry out the purposes
of this Assignment.
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The
ASSIGNEE hereby accepts the trust created by the Assignment, and agrees with
the
ASSIGNOR that the ASSIGNEE will faithfully and without delay carry out his
duties under this Assignment for the Benefit of Creditors.
Dated
this 4th day of December, 2007.
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WITNESSES:
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ASSIGNOR:
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(As
to Assignor)
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HEMACARE
BIOSCIENCE, INC.,
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a
Florida corporation
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| /s/ Xxxxxx X. Xxxxxxx |
By:
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/s/ Xxxxxx Xxxxxxxxxxxx | |
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(Sign)
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(Sign)
Xxxxxx Xxxxxxxxxxxx
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| Xxxxxx X. Xxxxxxx |
Title:
President
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(Print)
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/s/
Xxxxx Xxxxxx
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(Sign)
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Xxxxx
Xxxxxx
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(Print)
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| ASSIGNEE: | |||
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By
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(Sign)
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Xxxx xxx Xxxxx
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(Print)
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(Sign)
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(Print)
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STATE
OF
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)
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)
ss:
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COUNTY
OF
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)
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The
foregoing instrument was acknowledged before me this ____ day of _____, 2007
by
Xxxx xxx Xxxxx. He/she is personally known to me or has produced
__________________________ as identification.
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NOTARY
PUBLIC, STATE OF ______________ AT LARGE
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Print
Name:________________________
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My
Commission Expires:
Commission
No:_____________________
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