Global Mainframe Corp – PURCHASE AND SALE AGREEMENT dated effective September 25, 2007 (October 3rd, 2007)
Exhibit 10.1 PURCHASE AND SALE AGREEMENT dated effective September 25, 2007 BETWEEN: APAR INC., an Alberta corporation, having its head office at 101, 435 - Fourth Avenue SW., Calgary, Alberta T2P 3A8 (hereinafter referred to as "Apar") OF THE FIRST PART AND: EMISSION DIFFERENTIALS LTD., an Alberta corporation, having its head office at 101, 435 - Fourth Avenue SW., Calgary, Alberta T2P 3A8 (hereinafter "EDFFF") OF THE SECOND PART W H E R E A S: A. Apar has been developing a number of assets which are briefly described in Part I of Schedule "A" hereto, and wishes to sell them to EDFFF (excluding the assets described in Part II of Schedule "A" - the "Retained Assets") - all of Apar's assets, except the assets described in Part II of Schedule "A", being hereinafter referred to as the "Apar Assets". B. EDFFF is desirous of purchasing the Apar Assets on the terms hereinafter set forth. C. EDFFF is registered pursuant to the United States Securities Exchange Act
Emission Differentials, Ltd. – WARRANT CERTIFICATE EMISSION DIFFERENTIALS LTD. 400, 715 - 5th Avenue, S.W., Calgary, Alberta, T2P 2X6 (Incorporated under the laws of Alberta) (May 4th, 2005)
THIS IS TO CERTIFY THAT PUROIL TECHNOLOGY INC. (hereinafter referred to as the “holder”) is the registered holder of the number of Warrants to receive common shares (“Common Shares”) of EMISSION DIFFERENTIALS LTD. (the “Corporation”) as set forth in this certificate (“Warrant Certificate”). Subject to the terms hereof, every two Warrants represented hereby entitles the holder thereof to acquire, one fully paid and non-assessable Common Share of the Corporation, without nominal or par value, as such shares were constituted on April 20th, 2004, in the manner and subject to the restrictions, redemptions and adjustments as set forth herein, at any time and from time to time after the effective date of the Corporation’s registration statement to be filed with the Securities and Exchange Commission and until a date that is twelve months from the effective date of the Corporation’s registration statement to be filed with the Securities and Exchange Commission (the “Expiry Date”) at a price of
Emission Differentials, Ltd. – WARRANT AGENCY AGREEMENT (December 29th, 2004)
THIS WARRANT AGENCY AGREEMENT (the "Agreement") is dated as of the 12th day of May, 2004, between Emission Differentials Ltd., an Alberta corporation, (hereinafter called the "Company") and Interwest Transfer Co., Inc., (hereinafter called "Warrant Agent").