Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 19, 2024 (the "Effective Date"), NextTrip, Inc., a Nevada corporation (the "Company"), entered into certain investment documents with Alumni Capital LP, a Delaware limited partnership (the "Investor") as described below.

Securities Purchase Agreement - Note and Warrants

On the Effective Date, the Company entered into a securities purchase agreement (the "Note & Warrant SPA") with Investor for the sale of a short-term promissory note ("Note") and warrants ("Warrants") to Investor for total consideration of $250,000.

The Note is in the principal amount of $300,000 with an original issue discount of $50,000 and guaranteed interest on the principal amount of ten percent (10%) per annum which shall be due and payable on December 19, 2024 (the "Maturity Date"). In the event of a failure to re-pay the Note on or before the Maturity Date, the interest rate will increase to the lesser of twenty-two percent (22%) per annum or the maximum amount permitted under law from the due date thereof until the same is paid.

The Note is convertible into common stock of the Company only upon an event of default.

Upon such an event of default, the Investor shall have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Note into fully paid and non-assessable shares of the Company's common stock (the "Common Stock") at a conversion price of eighty percent (80%) of the lowest traded price of the Common Stock during the twenty (20) Business Days prior to Investor's delivery of a notice of conversion (the "Conversion Price'), subject to adjustment in the event the Company is no longer DWAC eligible, is subject to a DTC "chill" and/or the Company ceases to be a reporting issuer. Notwithstanding the foregoing, conversions will be subject to limitation whereby such conversion would result in beneficial ownership by the Investor and its affiliates of more than 9.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation") or would exceed 19.99% of the Company's outstanding Common Stock as of the date hereof (the "Exchange Cap").

The Company has agreed to reserve at least three (3) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time). In addition, while any portion of the Note is outstanding, if the Company receives net cash proceeds in excess of $1,000,000 but less than $2,000,000, the Investor is entitled to receive up to 50% of the outstanding amounts under the Note and, for such net cash proceeds in excess of $2,000,000, Investor is entitled to repayment in full.

Events of default under the Note include failure to pay principal or interest, conversion failures, material breaches of covenants, representations and warranties, certain insolvency events, cessation of trading, financial statement restatement and such similar events of default for transactions of this nature,provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock or would exceed 19.99% of the Company's outstanding Common Stock as of the date hereof (the "Exchange Cap").

In conjunction with the issuance of the Note to Investor, the Company also issued Warrants to purchase 96,774 shares of common stock at a price per share of $3.10, which represents 100% warrant coverage on the principal amount of the Note. The Warrants are exercisable on or prior to the five (5) year anniversary of the Effective Date.

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