SHARE PURCHASE AGREEMENT
is entered into as of November 1
, 2008, between Big Truck Ltd., an Ontario
corporation (the “Purchaser”) and George Smith, an individual resident in Ontario (the “Vendor”).
the issued and outstanding capital of Monster Truck Inc. (the “Corporation”) consists
of one hundred (100) common shares (the “Purchased Shares”);
the Vendor is the registered and beneficial owner of all of the Purchased Shares;
the Purchaser wishes to purchase, and the Vendor wish to sell, the Purchased
Shares, on and subject to the terms of this Agreement;
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
In this Agreement, unless the context otherwise requires, the following terms
shall have the following meanings:
“Financial Statements” means the financial statements of the Corporation for the fiscal
period ended June 30
, 2008, and “Statements Date” means June 30
“Person” includes any individual, partnership, limited partnership, joint venture, syndicate,
sole proprietorship, company, corporation, trust, trustee, executor, administrator, legal
personal representative, regulatory body, agency, government or government agency.
The inclusion in this Agreement of headings and subheadings is for convenience
of reference only and shall not affect the construction or interpretation of this Agreement.
Gender and Number.
In this Agreement, unless the context otherwise requires, words
importing the singular include the plural and vice versa and words importing gender include all
Invalidity of Provisions.
Each provision of this Agreement is distinct and severable and a
declaration of invalidity or unenforceability of any such provision by a court of competent
jurisdiction shall not affect the validity or enforceability of any other provision hereof.
This Agreement constitutes the entire agreement between the parties
pertaining to its subject matter. There are no warranties, representations or agreements between the
parties in connection with such subject matter except as specifically set forth or referred to in this
Modification and Waiver.
This Agreement may not be modified unless agreed to in writing
by all parties hereto. No extension of any time limit granted by a party shall constitute an extension
of any other time limit and no consent by a party to, nor waiver of, a breach by the other, whether
express or implied, shall constitute a consent to or waiver of or excuse for any other different or
subsequent breach, unless such waiver or consent is in writing and signed by the party claimed to
have waived or consented.