Exhibit
      10.1 

    SHARE
      TRANSACTION PURCHASE AGREEMENT

    


    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,
      Nexttrip.com (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 NextTrip.com
      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 Sourlis 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) Andriy Volianuk, 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

              
	 	 
	
                James
                  Whyte

              	
                NextTrip,
                  Inc., 2400 North Commerce Pkwy, Suite 105, Weston, FL
                  33326

              
	
                William
                  Kerby

              	
                NextTrip,
                  Inc., 2400 North Commerce Pkwy, Suite 105, Weston, FL
                  33326

              
	
                Brad
                  Heureux

              	
                NextTrip,
                  Inc., 2400 North Commerce Pkwy, Suite 105, Weston, FL
                  33326

              
	
                Anthony
                  Byron

              	
                NextTrip,
                  Inc., 2400 North Commerce Pkwy, Suite 105, Weston, FL
                  33326

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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) Andriy Volianuk, 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 Andriy Volianuk 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 Andriy Volianuk 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
                Sourlis Law Firm

              Attention:
                Virginia K. Sourlis, Esq.

              The
                Galleria

              2
                Bridge Avenue

              Red
                Bank, New Jersey 07701

              Phone
                No.: (732) 530-9007

              Fax
                No.: (732) 530-9008

              Email:
                Virginia@SourlisLaw.com

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            
	
              If
                to the Company:

            
	
               

            
	
              MAXIMUS
                EXPLORATION CORPORATION

              #8-26
                Zivova Street

              Ternopil,
                Ukraine 282001

              Attention:
                Andriy Volianuk

              Phone
                No.: 011380352520416

               

              With
                a copy to:

              Dean
                Law Corp.

              Attn:
                Faiyaz
                Dean,
                Esq.

              601
                Union Street, Suite 4200

              Seattle,
                Washington 98101

              Phone
                No.: (206) 274-4598

              Fax
                No.: (206) 493-2777

              Email:
                fdean@deanlawcorp.com

            


    

    


    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:	          
                    	 
	 	 	
                
                  Andriy
                    Volianuk

                  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.

    


    


    
      	       	 	       	 
	James Whyte	 	William Kerby 	 
	 	 	 	 
	      	 	       	 
	Brad Heureux	 	Anthony Byron