Exhibit 1
MEMORANDUM OF AGREEMENT entered into as of the 23rd day of April, 2004.
BY AND BETWEEN: ANDELL HOLDINGS, LLC, a corporation duly incorporated
according to law,
(hereinafter referred to as the "Vendor")
AND: ESARBEE INVESTMENTS LIMITED, a corporation duly incorporated
according to law,
(hereinafter referred to as the "Purchaser")
1. The Vendor hereby agrees to sell, assign and transfer to the Purchaser and
the Purchaser hereby agrees to purchase from the Vendor on the Closing Date (as
hereinafter defined), two million, fifteen thousand (2,015,000) common shares of
Cryopak Industries Inc. (the "Purchased Shares") for a purchase price of Three
Hundred and Seventy-Eight Thousand, Nine Hundred Dollars (Canadian Funds)
(Cdn.$378,900), payable in cash within the ten (10) days following the Closing
Date.
2. The Vendor hereby represents and warrants to the Purchaser, both on the date
hereof and on the Closing Date, the following:
a) that the Vendor is the beneficial owner of the Purchased Shares
herein sold and which are free and clear of all liens, charges,
pledges or other encumbrances of any kind, nature or description
whatsoever;
b) that no person, firm or corporation has any agreement, option or
right capable of becoming an agreement or option for the purchase of
the Purchased Shares herein sold; and
c) that the Vendor has the full right, authority and capacity to enter
into this agreement.
3. The representations and warranties contained herein shall survive the
execution of this present agreement and shall continue to remain in full force
and effect.
4. The closing date of the present transaction shall be April 23, 2004 (the
"Closing Date").
5. Each of the parties shall, from time to time, at the request of the other
party and without further consideration, execute such further instruments of
conveyance and take such other actions as the requesting party may reasonably
require to more effectively convey and transfer the Purchased Shares to the
Purchasers. The Parties will sign all documents and do all things necessary to
give effect to the present transaction.
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6. All references to currency herein are to Canadian dollars.
7. This agreement may be executed by telecopier and in one or more counterparts
which, together, shall constitute an original copy hereof as at the date first
written above.
8. This agreement shall be construed and interpreted in accordance with the laws
of the Province of Quebec and the laws of Canada applicable therein.
9. This agreement shall enure to the benefit of and be binding upon the Parties,
their respective successors, administrators, representatives and assigns.
10. The Parties acknowledge that they have requested and are satisfied that this
agreement and all other documents and notices related thereto be drawn up in
English. Les parties aux presentes reconnaissent qu'elles ont exige que cette
convention et tous les documents et avis y afferent soient rediges en anglais et
s'en declarent satisfaites.
IN WITNESS WHEREOF, the parties hereto have executed the present
agreement at the place hereinabove mentioned.
ANDELL HOLDINGS, LLC
Per: /s/ Xxxxx Richland
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Xxxxx Richland
ESARBEE INVESTMENTS LIMITED
Per: /s/ Oded Tal
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Oded Tal
Per: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
