SHARE TRANSACTION PURCHASE AGREEMENT
Exhibit
10.1
THIS
SHARE TRANSACTION PURCHASE AGREEMENT
dated as
of the 24th
day of
September, 2008 (the “Agreement”),
by
and amongst MAXIMUS
EXPLORATION CORPORATION,
a
Nevada corporation (“MAXIMUS”
or
the
“Company”);
EXTRAORDINARY
VACATION GROUP, INC.,
a
Nevada corporation (“EXVG”),
and
EXTRAORDINARY
VACATIONS USA, INC.,
a
Delaware corporation and wholly owned subsidiary of EXVG (“EVUSA”).
The
entities above are collectively referred to as the Parties.
WITNESSETH:
WHEREAS,
Company
is publicly held with no operating assets or business and desires to acquire
a
business; and
WHEREAS,
EVUSA
is a new media company with a business consisting of travel divisions, travel
contacts, expertise and assets, including Cruise and Vacation Shoppes, Attaché
Concierge, The Travel Magazine TV Shows and Maupintours Extraordinary Vacations,
▇▇▇▇▇▇▇▇.▇▇▇ (a travel web site), Internet, interactive television, mobile
phones and other emerging venues for advertisers and consumer commerce, a travel
video library of over 400 destinations and comprising over 1,000 hours of
programming, an email database of over six million opt-in travelers, and an
Internet radio station (NextTrip Radio) that provides travel info 24/7. It
also
has strategic alliances with various new media firms to provide ▇▇▇▇▇▇▇▇.▇▇▇
with additional content, content distribution, advertising inventory and
infrastructure support (the “Business”);
and
WHEREAS,
there
are 1,000 EVUSA shares of capital stock issued and outstanding as of the date
of
this Agreement (the “EVUSA
Shares”);
and
WHEREAS,
EXVG
owns all of the EVUSA Shares; and
WHEREAS,
the
Company desires to acquire from EXVG, and EXVG desires to sell to the Company,
the EVUSA Shares in consideration of an aggregate of 13,000,000 shares of the
Company’s Common Stock, (the “Transaction
Shares”)
representing approximately 70.23% of the Company’s issued and outstanding shares
of capital stock on a fully diluted basis after taking into account the
transactions contemplated herein (the “Transaction”);
and
WHEREAS,
after
giving effect to the Transaction there will be 18,511,500 shares of Company
Common Stock issued and outstanding.
NOW,
THEREFORE,
in
consideration of the premises and of the mutual representations, warranties
and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE
I
THE
TRANSACTION
1.1 The
Transaction.
Subject
to the terms and conditions of this Agreement, on the Closing Date (as
hereinafter defined), the Company shall issue and deliver to EXVG an aggregate
of 13,000,000 shares and EXVG shall deliver to the Company stock certificate(s)
evidencing all of all of the issued and outstanding shares of EVUSA,
duly
endorsed on the reverse side of such stock certificate(s) or accompanied by
duly
executed stock powers
and any
and all other duly executed transfer documents required to transfer the EVUSA
Shares to Company. At any time, and from time to time, upon request of the
Company after the Closing Date, EXVG agrees to duly execute, acknowledge and
deliver, without further consideration, all such further documents, and take
all
such further actions consistent with this Agreement and the Transaction
contemplated hereby, as shall be necessary to effectuate the transfer of the
EVUSA Shares as provided herein free of all liens, security interests, pledges,
restrictions, encumbrances, equities, claims, charges, voting agreements, voting
trusts, proxies and rights of any kind, nature or description.
1.2 Time
and Place of Closing.
The
closing of the Transaction contemplated hereby (the “Closing”)
shall
take place through The ▇▇▇▇▇▇▇ Law Firm on or about September 26, 2008 (the
“Closing
Date”)
at
10:00 a.m. (New York Time), or at such place and time as mutually agreed upon
by
the parties hereto.
1.3 Effective
Time.
The
Transaction shall become effective (the “Effective
Time”)
at the
earlier to occur of (i) such time as all of the conditions to set forth in
Article VII hereof have been satisfied or waived by the Parties
hereto.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to EXVG and EVUSA that now and as of the Closing
Date:
2.1 Due
Organization and Qualification; Due Authorization.
| (i) |
The
Company is a corporation duly incorporated, validly existing and in
good
standing under the laws of the State of Nevada, with full corporate
power
and authority to own, lease and operate its respective business and
properties and to carry on its business in the places and in the manner
as
presently conducted or proposed to be conducted. The Company is in
good
standing as a foreign corporation in each jurisdiction in which the
properties owned, leased or operated, or the business conducted, by
which
it requires such qualification except for any such failure, which when
taken together with all other failures, is not likely to have a material
adverse effect on the business of the
Company.
|
| (ii) |
The
Company does not own, directly or indirectly, any capital stock, equity
or
interest in any corporation, firm, partnership, joint venture or other
entity.
|
| (iii) |
The
Company has all requisite corporate power and authority to execute
and
deliver this Agreement, and to consummate the Transaction contemplated
hereby. The Company has taken all corporate action necessary for the
execution and delivery of this Agreement and the consummation of the
Transaction contemplated hereby, and this Agreement constitutes the
valid
and binding obligation of the Company, enforceable against the Company
in
accordance with its terms, except as may be affected by bankruptcy,
insolvency, moratoria or other similar laws affecting the enforcement
of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of
the
court before which any proceeding therefore may be
brought.
|
2.2 No
Conflicts or Defaults.
The
execution and delivery of this Agreement by the Company and the consummation
of
the transactions contemplated hereby do not and shall not (a) contravene the
Articles of Incorporation or By-laws of the Company, or (b) with or without
the
giving of notice or the passage of time (i) violate, conflict with, or result
in
a breach of, or a default or loss of rights under, any material covenant,
agreement, mortgage, indenture, lease, instrument, permit or license to which
the Company is a party or by which the Company is bound, or any judgment, order
or decree, or any law, rule or regulation to which the Company is subject,
(ii)
result in the creation of, or give any party the right to create, any lien,
charge, encumbrance or any other right or adverse interest (“Liens”) upon any of
the assets of the Company, (iii) terminate or give any party the right to
terminate, amend, abandon or refuse to perform, any material agreement,
arrangement or commitment to which the Company is a party or by which the
Company’s assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify, the time within which, or the terms under which,
the Company is to perform any duties or obligations or receive any rights or
benefits under any material agreement, arrangement or commitment to which it
is
a party.
2.3 Capitalization.
The
authorized capital stock of the Company immediately prior to giving effect
to
the Transaction contemplated hereby consists of 100,000,000 authorized shares
of
Common Stock, par value $0.00001 per share, and 100,000,000 authorized shares
of
Preferred Stock, par value $0.00001. As of the date hereof, there are an
aggregate of 5,511,500 shares of Company Common Stock issued and outstanding
and
no shares of Preferred Stock issued and outstanding. All of the outstanding
shares of Company Common Stock are, and the shares of the Company’s Common
Stock, when issued in accordance with the terms hereof, will be duly authorized,
validly issued, fully paid and non-assessable, and have not been or, with
respect to such shares, will not be issued in violation of any preemptive right
of stockholders. There is no outstanding voting trust agreement or other
contract, agreement, arrangement, option, warrant, call, commitment or other
right of any character obligating or entitling the Company to issue, sell,
redeem or repurchase any of its securities, and there is no outstanding security
of any kind convertible into or exchangeable for Company Common Stock. The
Company has not granted registration rights to any person.
2.4 Financial
Statements.
The
Company has furnished EXVG with (a) the Company’s audited Balance Sheets,
Operations and Deficit and Cash Flow for the fiscal years February 28, 2006,
2007 and 2008 and (b) the Company’s unaudited Balance Sheets, Operations and
Deficit and Cash Flows for the three months ended May 31, 2008 (collectively,
the “MAXIMUS
Financial Statements”)
2.5 No
Assets or Liabilities.
Except
as set forth in the MAXIMUS Financial Statements, the Company does not have
any
(a) assets of any kind or (b) liabilities or obligations, whether secured or
unsecured, accrued, determined, absolute or contingent, asserted or unasserted
or otherwise other than those assets acquired or liabilities incurred in the
ordinary course of business consistent with past practice.
2.6 Taxes.
The
Company has, to the best of its knowledge, filed all tax returns and reports
which were required to be filed on or prior to the date hereof in respect of
all
income, withholding, franchise, payroll, excise, property, sales, use,
value-added or other taxes or levies, imposts, duties, license and registration
fees, charges, assessments or withholdings of any nature whatsoever (together,
“Taxes”), and, to the best of its knowledge, has paid all Taxes (and any related
penalties, fines and interest) which have become due pursuant to such returns
or
reports or pursuant to any assessment which has become payable, or, to the
extent its liability for any Taxes (and any related penalties, fines and
interest) has not been fully discharged, the same have been properly reflected
as a liability on the books and records of the Company and adequate reserves
therefore have been established.
2.7 Indebtedness;
Contracts; No Defaults.
Except
as set forth in the MAXIMUS Financial Statements there are no agreements,
indentures, mortgages, guarantees, notes, commitments, accommodations, letters
of credit or other arrangements or understandings, whether written or oral,
to
which the Company is a party, other than those liabilities incurred in the
ordinary course of business consistent with past practices.
2.8 Real
Property.
The
Company does not own or lease any real property.
2.9 Compliance
with Law.
The
Company, to the best of its knowledge, is conducting its business in material
compliance with all applicable laws, ordinances, rules, regulations, court
or
administrative order, decree or process (“Applicable
Laws”).
The
Company has not received any notice of violation or claimed violation of any
Applicable Law.
2.10 Litigation.
There
is
no claim, dispute, action, suit, proceeding or investigation pending or, to
the
knowledge of the Company, threatened, against the Company, or challenging the
validity or propriety of the transactions contemplated by this Agreement, at
law
or in equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to
the
knowledge of the Company, has any such claim, dispute, action, suit, proceeding
or investigation been pending or threatened, during the twelve month period
preceding the date hereof;
There
is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting the business of the Company; and
The
Company has not received any written or verbal inquiry from any federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality concerning the possible violation of any Applicable
Law.
2.11 Trading.
The
Company Common Stock is currently trading on the OTCBB under the ticker symbol
MXEX.
2.12 SEC
Reports.
The
Company’s SEC Reports are (i) accurate and complete, (ii) contain all
information required to be filed under the rules and regulations of the SEC,
(iii) are not subject to any outstanding SEC comment letters or inquiries,
and
(iv) do not contain any false statement of fact or fail to state any fact
necessary to make the facts stated therein not misleading. The Company has
never
been subject to any investigation, injunction or cease and desist action by
the
Securities and Exchange Commission or other federal or state regulatory agency
and to its Knowledge is not currently subject to such pending or threatened
actions.
2.13 No
Taxes.
The
Company is not, and will not, to the best of its knowledge, become with respect
to any periods ending on or prior to the Closing Date, liable for any income,
sales, withholding, franchise, excise, license, real or personal property taxes
(a “Tax”)
to any
foreign, United States federal, state or local governmental agencies whatsoever.
All United States federal, state, county, municipality local or foreign income
Tax returns and all other material Tax returns (including information returns)
that are required, or have been required, to be filed by or on behalf of the
Company has been or will be filed as of the Closing Date and all Taxes due
pursuant to such returns or pursuant to any assessment received by the Company
have been or will be paid as of the Closing Date. The charges, accruals and
reserves on the books of the Company in respect of taxes or other governmental
charges have been established in accordance with the tax method of accounting.
All returns of the Company that have been filed relating to Tax are true and
accurate in all material respects. No audit, action, suit, proceeding or other
examination regarding taxes for which the Company may have any liability is
currently pending against or with respect to the Company and the Company has
not
received any notice (formally or informally) of any audit, suit, proceeding
or
other examination. No material adjustment relating to any Tax returns, no
closing or similar agreement have been entered into or issued or have been
proposed (formally or informally) by any tax authority (insofar as such action
relate to activities or income of or could result in liability of the Company
for any Tax) and no basis exists for any such actions. The Company has not
changed any election, adopted or changed any accounting method or period, filed
any amended return for any Tax, settled any claim or assessment of any Tax,
or
surrendered any right to claim any refund of any Tax, or consented to any
extension or waiver of the statute of limitations for any Tax. The Company
has
not had an “ownership change” as that term is defined in Section 382 of the
Internal Revenue Code of 1986, as amended and in effect.
2.14 Conduct
of the Business.
The
Company is a shell company as defined in Rule 12b-2 of the Exchange. From and
after June 30, 2008 until the Closing Date:
| (i) |
The
Company has not made any expenditures or entered into any commitments
which, when compared to past operations of their businesses, are unusual
or extraordinary or outside the scope of the normal course of routine
operations;
|
| (ii) |
The
Company has kept in a normal state of repair and operating efficiency
all
tangible personal property used in the operation of their
businesses;
|
| (iii) |
The
Company has used their best efforts to maintain the good will associated
with their businesses, and the existing business relationships with
their
agents, customers, lessors, key employees, suppliers and other persons
having relations with them;
|
| (iv) |
The
Company has not entered into any contract, agreement or action, or
relinquished or released any rights or privileges under any contracts
or
agreements, the performance, violation, relinquishment or release of
which
could, on the date on which such contract or agreement was entered
into,
or such rights or privileges were relinquished or released, be reasonably
foreseen to have a material adverse
effect;
|
| (v) |
The
Company has not made, or agreed to make, any acquisition of stock or
assets of, or made loans to, any person not in the ordinary course
of
business;
|
| (vi) |
The
Company has not sold or disposed of any assets or created or permitted
to
exist any encumbrance on their assets except (x) in the ordinary course
of
business and which could not, on the date of such sale, disposition,
creation or permission, be reasonably foreseen to have a material adverse
effect or (y) as otherwise permitted by this
Agreement;
|
| (vii) |
The
Company has kept true, complete and correct books of records and accounts
with respect to their businesses, in which entries will be made of
all
transactions on a basis consistent with past practices and in accordance
with the tax method of accounting consistently applied by the
Company;
|
| (viii) |
The
Company has paid current liabilities as and when they became due and
have
paid or incurred no fees and expenses not in the ordinary course of
their
businesses;
|
| (ix) |
There
has been no declaration, setting aside or payment of any dividend or
other
distribution in respect of any Shares or any other securities of the
Company (whether in cash or in kind);
|
| (x) |
The
Company has not redeemed, repurchased, or otherwise acquired any of
their
securities or entered into any agreement to do
so;
|
| (xi) |
The
Company has not made any loan to, or entered into any other transaction
with, any of their directors, officers, and
employees;
|
| (xii) |
The
Company has not made or pledged to make any charitable or other capital
contribution outside the ordinary course of business;
and
|
| (xiii) |
There
has not been any other occurrence, event, incident, action, failure
to act
or transaction outside the ordinary course of business that would have
a
material adverse effect.
|
2.15 Liabilities.
| (i) |
Except
as set forth in the Financial Statements, the Company has no liabilities
or obligations. It is a condition to Closing that the Company will
have no
liabilities upon transfer of the Shares to the
Purchaser.
|
Since
May
31, 2008, the Company has not:
subjected
to encumbrance, or agreed to do so to any of their assets, tangible or
intangible other than purchase money liens in the ordinary course of business
on
equipment used in the conduct of business and incurred to finance the purchase
price of the equipment involved and which do not cover any other asset of the
Company;
except
as
otherwise contemplated hereby, engaged in any transactions affecting their
businesses or properties not in the ordinary course of business consistent
with
past practice or suffered any extraordinary losses or waived any rights of
substantial value except in the ordinary course of business; or
other
than in the ordinary course of business consistent with past practice, granted
or agreed to grant, or paid or agreed to pay any increase in the rate of wages,
salaries, bonuses or other remuneration of any officer, director or consultant
of the Company or any increase of 5% or more in the rate of wages, salaries,
bonuses or other remuneration of any non-officer/director or employee or become
a party to any employment contract or arrangement with any of its directors,
officers, consultants or employees or become a party to any contract or
arrangement with any director, officer, consultant or employee providing for
bonuses, profit sharing payments, severance pay or retirement benefits, other
than as set forth in any Exhibit or Schedule hereto.
2.16 ERISA
Compliance.
The
Company maintains no “employee benefit plan” within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974 (“ERISA”),
under
which the Company or any ERISA Affiliate has any current or future obligation
or
liability or under which any employee of the Company or any ERISA Affiliate
has
any current or future right to benefits.
2.17 Compliance
with Law.
To the
best of its knowledge, the Company has complied with, and is not in violation
of
any provision of laws or regulations of federal, state or local government
authorities and agencies, including any environmental laws and regulations.
There are no pending or threatened proceedings against the Company by any
federal, state or local government, or any department, board, agency or other
body thereof.
2.18 Consents.
No
third parties consents are required to be obtained as a result of the change
of
control of the Company hereby.
2.19 Agreements.
The
Company is not a party to any material agreement, loan, credit, lease, sublease,
franchise, license, contract, commitment or instrument or subject to any
corporate restriction. True, correct and complete copies of all such loan or
credit agreements have been delivered to the Purchaser. Neither the Company
nor
any other party is in default under any such agreement, loan, credit, lease,
sublease, franchise, license, contract, commitment, instrument or restriction.
No such instrument requires the consent of any other party thereto in order
to
consummate the sales of the Shares hereby.
2.20 Survival
of Representations.
The
representations and warranties herein by the Company are true and correct in
all
material respects on and as of the Closing Date with the same force and effect
as though said representations and warranties had been made on and as of the
Closing Date and will survive any termination of this Agreement.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF EXVG AND EVUSA
Unless
stated otherwise, the words “we,”
“us,”
“our,”
or
“EXVG”
in
this
Article III of this Agreement collectively refers to Extraordinary Vacation
Group, Inc. and its wholly-owned subsidiary, Extraordinary Vacations USA,
Inc.
As
a
material inducement to the Company entering into this Agreement, EXVG hereby
represents, and warrants to the Company the following (except as may be
otherwise disclosed on a Schedule attached to this Agreement), in each case
as
of the date of this Agreement and the Closing Date, unless otherwise
specifically provided:
3.1 Due
Organization and Qualification; Subsidiaries; Due Authorization.
|
(i)
|
EXVG
and EVUSA are each a corporation duly organized, validly existing
and in
good standing in the state of its respective incorporation with full
corporate power and authority to own, lease and operate its respective
businesses and properties and to carry on such businesses in the
places
and in the manner as presently conducted or proposed to be conducted.
EXVG
and EVUSA are in good standing as foreign corporations in each
jurisdiction in which the properties owned, leased or operated, or
the
business conducted, by them requires such qualification except for
any
such failure, which when taken together with all other failures,
is not
likely to have a material adverse effect on the business of
EXVG.
|
|
(ii)
|
EXVG
and EVUSA each has all requisite power and authority to execute and
deliver this Agreement, and to consummate the Transaction contemplated
hereby and thereby. EXVG and EVUSA have taken all corporate action
necessary for the execution and delivery of this Agreement and the
consummation of the Transaction contemplated hereby, and this Agreement
constitutes the valid and binding obligation of EXVG and EVUSA,
enforceable against EXVG and EVUSA in accordance with its terms,
except as
may be affected by bankruptcy, insolvency, moratoria or other similar
laws
affecting the enforcement of creditors’ rights generally and subject to
the qualification that the availability of equitable remedies is
subject
to the discretion of the court before which any proceeding therefore
may
be brought.
|
3.2 No
Conflicts or Defaults.
The
execution and delivery of this Agreement by EXVG and the consummation of the
transactions contemplated hereby do not and shall not (a) contravene the
governing documents of EXVG, or (b) with or without the giving of notice or
the
passage of time, (i) violate, conflict with, or result in a breach of, or a
default or loss of rights under, any material covenant, agreement, mortgage,
indenture, lease, instrument, permit or license to which EXVG is a party or
by
which EXVG or any of their respective assets are bound, or any judgment, order
or decree, or any law, rule or regulation to which their assets are subject,
(ii) result in the creation of, or give any party the right to create, any
lien
upon any of the assets of EXVG, (iii) terminate or give any party the right
to
terminate, amend, abandon or refuse to perform any material agreement,
arrangement or commitment to which EXVG is a party or by which EXVG or any
of
its assets are bound, or (iv) accelerate or modify, or give any party the right
to accelerate or modify, the time within which, or the terms under which EXVG
is
to perform any duties or obligations or receive any rights or benefits under
any
material agreement, arrangement or commitment to which it is a
party.
3.4 Financial
Information. (i) Financial
Statements.
EVUSA
has furnished Company with (a) an audited Balance Sheet and Statement of Income
and Cash Flow as of and for the fiscal years ended, 2005, 2006, 2007 and
February 29, 2008 (collectively, the “Financial
Statements”)
and
(b) an unaudited Balance Sheet and Statement of Income for the interim months
ended through June 30, 2008 (“Most
Recent Financial Statement”).
Except as set forth in Schedule
3.4(i),
the
Financial Statements and Most Recent Financial Statement have been prepared
in
accordance with generally accepted accounting principles (“GAAP”)
consistently applied, present fairly in all material respects the financial
condition of the Company as of such dates and the results of its operations
and
cash flows for such periods, and are consistent with the books and records
of
EVUSA; provided, however, that the interim financial statements are subject
to
normal year-end adjustments (which will not be material individually or in
the
aggregate) and the lack of footnotes and other presentation items. No event
has
occurred since the date of the Most Recent Financial Statement that would
adversely affect the previous sentence.
3.10 Title
to Shares and Assets.
EXVG
are the legal and beneficial owner of the EVUSA Shares constituting one hundred
percent (100%) of the issued and outstanding equity securities of EVUSA and
all
voting and investment power and upon consummation of the Transaction
contemplated herein. All of the outstanding shares of EVUSA are duly authorized,
validly issued, fully paid and nonassessable, and have not been or, with respect
to EVUSA Shares, will not be transferred in violation of any rights of third
parties. The Company will acquire from EXVG good and marketable title to such
Shares, free and clear of all any restrictions on transfer, liens, pledges,
security interests, options, warrants, purchase rights, contracts, commitments,
equities, claims, and demands of any kind, nature or description, whatsoever.
EXVG is not a party to any option, warrant, purchase right, or other contract
or
commitment that could require EXVG to sell, transfer, or otherwise dispose
of
any capital stock of the EVUSA (other than this Agreement). EXVG is not a party
to any voting trust, proxy, or other agreement or understanding with respect
to
the voting of any capital stock of the EVUSA.
ARTICLE
IV
TRANSACTION
SHARES
4.1 Purchase
for Investment.
EXVG
acknowledges that the Company’s Transaction Shares has not been registered under
the Securities Act of 1933, as amended (the “Securities
Act”),
or
any state securities laws, and is being offered and sold in reliance upon
federal and state exemptions for transactions not involving any public offering.
EXVG has such knowledge and experience in financial and business matters that
the EXVG is capable of evaluating the merits and risks of the Transaction Shares
issued in connection with this Agreement. EXVG has received certain information
concerning the Company and has had the opportunity to obtain additional
information as desired by EXVG in order to evaluate the merits and the risks
inherent in holding the Transaction Shares. EXVG is able to bear the economic
risk and lack of liquidity inherent in holding the Transaction Shares for an
indefinite period. EXVG is acquiring the Transaction Shares for investment
and
not with a view toward or for sale or distribution thereof within the meaning
of
the Securities Act, or with any present intention of distributing or selling
the
Transaction Shares within the meaning of the Securities Act. EXVG acknowledges
and agrees that after the Closing Date, the Transaction Shares may be not sold,
transferred, offered for sale, pledged, hypothecated or otherwise disposed
of
without registration under the Securities Act and any applicable state
securities laws, except pursuant to an exemption from such registration
available under the Securities Act or such state securities laws.
The
certificates representing Transaction Shares will bear a legend which states,
in
all material effect the following:
THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS RESTRICTED
SHARE AGREEMENT AND THE SECURITIES UNDERLYING THIS RESTRICTED SHARE AGREEMENT
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED, OR OTHERWISE DISPOSED
OF
UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER, OR OTHER DISPOSITION SHALL
HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY
BE
LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION AND
COMPLIANCE.
4.2 Restricted
Securities.
EXVG
understands that the Transaction Shares may not be sold, transferred, or
otherwise disposed of without registration under the Act or an exemption
therefrom, and that in the absence of an effective registration statement
covering the Transaction
Shares
or
any available exemption from registration under the Act, the Transaction Shares
must be held indefinitely. EXVG are aware that the Transaction Shares may not
be
sold pursuant to Rule 144 promulgated under the Act unless all of the conditions
of that Rule are met. Among the conditions for use of Rule 144 may be the
availability of current information to the public about the
Company.
ARTICLE
V
COVENANTS
5.1 Further
Assurances.
Each of
the Parties shall use reasonable commercial best efforts to proceed promptly
with the Transaction contemplated herein, to fulfill the conditions precedent
for such party’s benefit or to cause the same to be fulfilled and to execute
such further documents and other papers and perform such further acts as may
be
reasonably required or desirable to carry out the provisions of this Agreement
and to consummate the transactions contemplated herein.
5.2 Operation
of Business.
From
the date hereof through the date of the Closing Date, except as expressly
provided herein, the Company will:
|
(i)
|
Continue its business only in ordinary course; |
| (ii) | Not, without the written consent of the other party: |
| (a) |
pay
any dividends;
|
| (b) |
make
loans to stockholders or employees; and
|
| (c) |
issue
any additional shares that would materially change the structure and
equity ownership position as set forth
herein.
|
|
(iii)
|
Report
to the other party any indication of potential material adverse factors
in
its business or any litigation that may be threatened whereby one
of the
parties would be a defendant.
|
5.3 Directors
and Officers.
On
the
Closing Date (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Company’s sole director, shall resign (ii)
the Company’s new Board members shall be all of the persons named below, whose
addresses are set out opposite their respective names (“New
Directors”):
|
Name
|
Municipality
of Residence
|
|
▇▇▇▇▇
▇▇▇▇▇
|
NextTrip,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
NextTrip,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇▇
|
NextTrip,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
NextTrip,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
|
Each
director shall hold office until the first meeting of the shareholders of the
Company, or until his successor is elected or appointed. The election of
subsequent directors shall take place thereafter in accordance with the
provisions of the by-laws of the Company and state statutes. Subject to the
provisions of the state statutes, the Board shall manage or supervise the
management of the business and affairs of Company.
Officers
On
the
Closing Date, (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Company’s sole officer, shall resign and
(ii) the Company’s new Board of Directors, in its sole discretion, shall appoint
new officers.
ARTICLE
VI
DELIVERIES
| 6.1 |
Items
to be delivered to EXVG prior to or at Closing by the
Company.
|
| (i) |
Company
Certified Shareholder list;
|
| (ii) |
Resolution
from the Company’s Board approving the execution and delivery of this
Agreement by the Company and to consummated the
Transaction;
|
| (iii) |
Certificates
or proper instructions to the Company’s Transfer Agent representing or
authorizing and directing the issuance of the Transaction Shares to
EXVG;
|
| (iv) |
Resignation
of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from the Company’s Board of Directors and as sole
officer of the Company;
|
| (v) |
Election
of the New Directors to fill vacancy;
|
| (vi) |
Officer’s
Certificate; and
|
| (vii) |
Such
other documents that are reasonable and requested by EXVG as it deems
necessary for the consummation of this
transaction.
|
6.2 Items
to be delivered to the Company prior to or at Closing by EXVG.
| (i) |
EVUSA
Certified Shareholder List;
|
| (ii) |
Duly
executed transfer documents and medallion signature original stock
certificates from EXVG transferring the EVUSA
Shares;
|
| (iii) |
Resolutions
from the Board of Directors of EXVG approving the Transaction contemplated
hereby;
|
| (iv) |
Board
Resolutions authorizing the execution and delivery of this Agreement
and
approving the Transactions; and
|
| (v) |
Such
other documents that are reasonable and requested by the Company as
it
deems necessary for the consummation of this
Transaction.
|
ARTICLE
VII
CONDITIONS
PRECEDENT
7.1 Conditions
Precedent to Closing.
The
obligations of the each of the Parties under this Agreement shall be and are
subject to fulfillment of the other party, prior to or at the Closing Date,
of
each of the following conditions:
| (i) |
That
each of the representations and warranties of the Parties contained
herein
shall be true and correct at the time of the Closing Date as if such
representations and warranties were made at such time except for changes
permitted or contemplated by this Agreement;
and
|
| (ii) |
That
the Parties shall have performed or complied with all agreements, terms
and conditions required by this Agreement to be performed or complied
with
by them prior to or at the time of the Closing
Date.
|
7.2 Conditions
to Obligations of EXVG.
The
obligations of EXVG shall be subject to fulfillment prior to or at the Closing
Date, of each of the following conditions:
| (i) |
The
Company shall have received all of the regulatory, shareholder and
other
third party consents, permits, approvals and authorizations necessary
to
consummate the transactions contemplated by this
Agreement.
|
| (ii) |
Receipt
of resignation of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from the Company’s Board of Directors
and as the sole officer of the Company;
and
|
| (iii) |
Receipt
of election of the New Directors to fill
vacancy.
|
7.3 Conditions
to Obligations of the Company.
The
obligations of the Company shall be subject to fulfillment at or prior to or
at
the Closing Date, of the following condition:
| (i) |
EXVG
and EXVG shall have received all of the regulatory, shareholder and
other
third party consents, permits, approvals and authorizations necessary
to
consummate the transactions contemplated by this
Agreement.
|
ARTICLE
VIII
INDEMNIFICATION
8.1 Indemnity
by Company.
The
Company agrees as to defend, indemnify and hold harmless EXVG and EVUSA from
and
against, and to reimburse EXVG and EVUSA with respect to, all liabilities,
losses, costs and expenses, including, without limitation, reasonable attorneys’
fees and disbursements (collectively the “Losses”)
asserted against or incurred by EXVG or EVUSA by reason of, arising out of,
or
in connection with any material breach of any representation or warranty
contained in this Agreement made by the Company or in any document or
certificate delivered by the Company pursuant to the provisions of this
Agreement or in connection with the transactions contemplated thereby.
8.2 Indemnity
by EXVG.
EXVG
agrees to defend, indemnify and hold harmless the Company from and against,
and
to reimburse the Company with respect to, all Losses, including, without
limitation, reasonable attorneys’ fees and disbursements asserted against or
incurred by the Company by reason of, arising out of, or in connection with
any
material breach of any representation or warranty contained in this Agreement
and made by EXVG or in any document or certificate delivered by EXVG pursuant
to
the provisions of this Agreement or in connection with the transactions
contemplated thereby.
8.4 Indemnification
Procedure.
A party
(an “Indemnified
Party”)
seeking indemnification shall give prompt notice to the other party (the
“Indemnifying
Party”)
of any
claim for indemnification arising under this Article 8. The Indemnifying Party
shall have the right to assume and to control the defense of any such claim
with
counsel reasonably acceptable to such Indemnified Party, at the Indemnifying
Party’s own cost and expense, including the cost and expense of reasonable
attorneys’ fees and disbursements in connection with such defense, in which
event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event,
however, that such Indemnified Party’s legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from
or
in addition to those available to the Indemnifying Party, in that there could
reasonably be expected to be a conflict of interest if such Indemnifying Party
and the Indemnified Party have common counsel in any such proceeding, or if
the
Indemnified Party has not assumed the defense of the action or proceedings,
then
such Indemnifying Party may employ separate counsel to represent or defend
such
Indemnified Party, and the Indemnifying Party shall pay the reasonable fees
and
disbursements of counsel for such Indemnified Party. No settlement of any such
claim or payment in connection with any such settlement shall be made without
the prior consent of the Indemnifying Party which consent shall not be
unreasonably withheld.
ARTICLE
IX
TERMINATION
9.1 Termination.
This
Agreement may be terminated at any time before or at Closing Date
by:
|
(i)
|
The
mutual agreement of the Parties;
|
| (ii) | Any party at any time before or at the Closing Date if: |
|
(a)
|
Any
provision of this Agreement applicable to a party shall be materially
untrue or fail to be accomplished;
or
|
|
(b)
|
Any
legal proceeding shall have been instituted or shall be imminently
threatening to delay, restrain or prevent the consummation of this
Agreement;
|
| (iii) |
The
voluntary or involuntary filing of any of the Parties for protection
under
the bankruptcy laws and regulations.
|
|
(iv)
|
Upon
termination of this Agreement for any reason, in accordance with
the terms
and conditions set forth in this paragraph, each said party shall
bear all
costs and expenses as each party has incurred.
|
ARTICLE
X
MISCELLANEOUS
10.1 Survival
of Representations, Warranties and Agreements.
All
representations and warranties and statements made by a party to in this
Agreement or in any document or certificate delivered pursuant hereto shall
survive the Closing Date for two years. Each of the parties hereto is executing
and carrying out the provisions of this agreement in reliance upon the
representations, warranties and covenants and agreements contained in this
agreement or at the closing of the transactions herein provided for and not
upon
any investigation which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other party
or
any other person other than as specifically set forth herein.
10.2 Access
to Books and Records.
During
the course of this transaction through the Closing Date, each party agrees
to
make available for inspection all corporate books, records and assets, and
otherwise afford to each other and their respective representatives, reasonable
access to all documentation and other information concerning the business,
financial and legal conditions of each other for the purpose of conducting
a due
diligence investigation thereof. Such due diligence investigation shall be
for
the purpose of satisfying each party as to the business, financial and legal
condition of each other for the purpose of determining the desirability of
consummating the proposed transaction. The Parties further agree to keep
confidential and not use for their own benefit, except in accordance with this
Agreement any information or documentation obtained in connection with any
such
investigation.
10.3 Further
Assurances.
If, at
any time after the Closing Date, the parties shall consider or be advised that
any further deeds, assignments or assurances in law or that any other things
are
necessary, desirable or proper to complete the merger in accordance with the
terms of this agreement or to vest, perfect or confirm, of record or otherwise,
the title to any property or rights of the parties hereto, the Parties agree
that their proper officers and directors shall execute and deliver all such
proper deeds, assignments and assurances in law and do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or rights
and otherwise to carry out the purpose of this Agreement, and that the proper
officers and directors the parties are fully authorized to take any and all
such
action.
10.4 Notice.
All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:
|
Attention:
|
|
|
|
If
to any of the EXVG and EVUSA:
|
|
|
|
The
▇▇▇▇▇▇▇ Law Firm
Attention:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
The
Galleria
▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Phone
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
|
If
to the Company:
|
|
|
|
MAXIMUS
EXPLORATION CORPORATION
#▇-▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Phone
No.: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
With
a copy to:
▇▇▇▇
Law Corp.
Attn:
▇▇▇▇▇▇
▇▇▇▇,
Esq.
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email:
▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
10.5 Entire
Agreement.
This
Agreement and any instruments and agreements to be executed pursuant to this
Agreement, sets forth the entire understanding of the parties hereto with
respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter and may not
be
waived or modified, in whole or in part, except by a writing signed by each
of
the parties hereto. No waiver of any provision of this Agreement in any instance
shall be deemed to be a waiver of the same or any other provision in any other
instance. Failure of any party to enforce any provision of this Agreement shall
not be construed as a waiver of its rights under such provision.
10.6 Successors
and Assigns.
This
Agreement shall be binding upon, enforceable against and inure to the benefit
of, the Parties hereto and their respective, successors and assigns, and nothing
herein is intended to confer any right, remedy or benefit upon any other person.
This Agreement may not be assigned by any party hereto except with the prior
written consent of the other parties, which consent shall not be unreasonably
withheld.
10.7 Governing
Law.
This
Agreement shall in all respects be governed by and construed in accordance
with
the laws of the State of Nevada applicable to agreements made and fully to
be
performed in such state, without giving effect to conflicts of law
principles.
10.8 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same
instrument.
10.9 Construction.
Headings contained in this Agreement are for convenience only and shall not
be
used in the interpretation of this Agreement. References herein to Articles,
Sections and Exhibits are to the articles, sections and exhibits, respectively,
of this Agreement. As used herein, the singular includes the plural, and the
masculine, feminine and neuter gender each includes the others where the context
so indicates.
10.10 Severability.
If any
provision of this Agreement is held to be invalid or unenforceable by a court
of
competent jurisdiction, this Agreement shall be interpreted and enforceable
as
if such provision were severed or limited, but only to the extent necessary
to
render such provision and this Agreement enforceable.
10.11 Expenses.
Each
Party shall separately pay for their respective costs of legal services,
accounting, auditing, communications and due diligence in connection with the
transactions contemplated hereby except that EXVG will pay for all costs
involved with the corporate structure and regulatory approval and compliances.
10.12 Announcements.
Except
as and to the extent required by law or regulatory authority or so advised
by
its legal advisors, neither the Company nor EXVG shall make a public
announcement regarding the transactions contemplated hereby without the prior
written consent of the other. In the event that either party is required by
law
or by federal securities law or so advised by its legal advisors to either
(i)
file any document with the SEC that discloses the transactions contemplated
hereby, or (ii) to make a public announcement regarding the transactions
contemplated hereby, the party making the disclosures, etc. shall provide the
other party with a copy of the disclosure and the reason that such disclosure
is
required and the time and place that the disclosure was made or shall be
made.
[THIS
PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
each of
the parties hereto has executed this Agreement first set forth
above.
| Extraordinary Vacation Group, Inc. | |||
| By: | |||
|
Name:
President
|
|||
| Extraordinary Vacations USA, Inc. | |||
| By: | |||
|
Name:
President
|
|||
| MAXIMUS EXPLORATION CORPORATION | |||
| By: | |||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
CEO,
CFO
|
|||
CONSENT
AND UNDERTAKING
The
undersigned who EXVG has identified as those who are to constitute all of the
directors to be appointed to the Board of Directors of MAXIMUS EXPLORATION
CORPORATION pursuant to the above Share Transaction Purchase Agreement hereby
each agree to and shall take such action as is necessary to comply or cause
MAXIMUS to comply with intent of the such agreement.
| ▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||