Exhibit 4 SUBSCRIPTION AGREEMENT TO: Cryopak Industries Inc. 1053 Derwent Way Delta, B.C. V3M 5R4 The undersigned subscriber (the "Purchaser") hereby irrevocably subscribes for 1,785,714 Units, each Unit comprised of one Common Share and one half of a...Subscription Agreement • April 15th, 2005 • Esarbee Investments LTD • Wholesale-chemicals & allied products • British Columbia
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...Memorandum of Agreement • April 28th, 2004 • Esarbee Investments LTD • Wholesale-chemicals & allied products • Quebec
Exhibit 6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of December 8th, 2003, between Esarbee Investments Limited, Andell Holdings LLC (collectively the "Investor"), and Cryopak Industries Inc., a...Registration Rights Agreement • April 15th, 2005 • Esarbee Investments LTD • Wholesale-chemicals & allied products • New York
ARTICLE 1 SECURITY INTERESTGeneral Security Agreement • April 15th, 2005 • Esarbee Investments LTD • Wholesale-chemicals & allied products • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 ("THE 1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO...Private Placement Subscription Agreement • February 12th, 2003 • Esarbee Investments LTD • Wholesale-chemicals & allied products • British Columbia
Exhibit 3 COLLATERAL AGENT AGREEMENT BETWEEN: CRYOPAK INDUSTRIES INC. 1053 Derwent Way Delta, British Columbia V3M 5R4 (the "Company") AND: ESARBEE INVESTMENTS LIMITED (the "Collateral Agent") WHEREAS: A. The Company has issued, or will issue, the...Collateral Agent Agreement • April 15th, 2005 • Esarbee Investments LTD • Wholesale-chemicals & allied products • British Columbia
Schedule A to Subscription Agreement Dated February 7, 2003 Between Cryopak Industries Inc. and Esarbee Investments Limited REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 6, 2003, between Esarbee Investments Limited,...Registration Rights Agreement • February 12th, 2003 • Esarbee Investments LTD • Wholesale-chemicals & allied products • New York
Joint Filing AgreementJoint Filing Agreement • May 7th, 2002 • Esarbee Investments LTD • Wholesale-chemicals & allied products
The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Shares of Cryopak Industries, Inc. is, and any amendment or amendments thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
