Form 8-K

8-K — NextTrip, Inc.

Accession: 0001493152-26-036026

Filed: 2026-08-04

Period: 2026-07-31

CIK: 0000788611

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 31, 2026

NextTrip,

Inc.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-38015

27-1865814

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1500

Sawgrass Corporate Parkway, Suite 400

Sunrise,

Florida

33323

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (505) 438-2576

(Former

Name or Former Address, if Changed Since Last Report)

3900

Paseo del Sol

Santa

Fe, New Mexico

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

NTRP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

July 31, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase

Agreement”) with former directors Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch, Kent Summers, and current director Donald

Monaco (the “Purchasers”), pursuant to which the Company agreed to issue and deliver to the Purchasers an aggregate of 89,430

shares of the Company’s common stock, par value $0.001 (the “Common Stock”). As of July 31, 2026, the Company was indebted

to the Purchasers for unpaid portions of board of directors compensation in the aggregate amount of $289,753.42 (the “Outstanding

Payable”), inclusive of interest, and on July 31, 2026 the Company repaid $144,876.71 in cash, leaving the remaining indebtedness

of $144,876.71 (taken together with all accrued interest, fees and other amounts, the “Debt”). Upon issuance of the Common

Stock, the Debt is deemed fully satisfied, discharged and cancelled, and Purchasers have released all claims against the Company arising

out of or related to the Debt.

The

transaction was reviewed and approved by the disinterested directors on the Company’s board of directors and the audit committee

in accordance with the Nevada corporate law, Nasdaq listing rules, and the Company’s Related Party Transactions Policy.

The purchase price of the Common Stock was $1.62 per share, which was the closing price for the Common Stock on July 31, 2026. The Purchase

Agreement contains customary representations, warranties and covenants.

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its

entirety. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities

described above was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D

under the under the Securities Act of 1933, as amended (the “Securities Act”) and corresponding provisions of state securities

or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and

may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an applicable

exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general

solicitation or general advertising.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits. The following exhibits are filed herewith

Exhibit Number

Description

10.1

Form of Securities Purchase Agreement, dated July 31, 2026, by and between the Company and the Purchasers listed therein.

104

Cover

page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

NEXTTRIP,

INC.

Date:

August

4, 2026

By:

/s/

William Kerby

Name:

William

Kerby

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of the date of the last signature below, by and between

NextTrip, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto

(including their successors and assigns, the “Purchasers” and each a “Purchaser”).

RECITALS

WHEREAS,

as of July 31, 2026, the Company was indebted to the Purchasers pursuant to the unpaid portions of Board of Directors Compensation

policy for the period beginning January 1, 2024 and ending July 31, 2026 in total aggregate amount, inclusive of interest, of

$289,753.42 (the “Outstanding Fees”).

WHEREAS,

on July 31, 2026, the Company made a wire payment of immediately available funds to the Purchasers in the total aggregate amount of $144,876.71

(the “Cash Repayment”), resulting in the remaining indebtedness owed to the Purchasers of $144,876.71 (together with

all accrued interest, fees and other amounts owing in connection therewith, the “Debt”);

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section

5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, the Company desires to issue

and sell to the Purchasers, and the Purchasers desire to acquire from the Company, securities of the Company as more fully described

in this Agreement; and

WHEREAS,

the parties intend that the foregoing recitals be incorporated into and form a part of this Agreement as set forth in Section 6.17.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions.

The following terms have the meanings set forth in this Section 1.1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Articles

of Incorporation” means the amended and restated articles of incorporation, as amended, of the Company on file with the Secretary

of State of Nevada.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New

York are authorized to close for business; provided that banks shall not be deemed to be authorized or obligated to be closed due to

a “shelter in place” or similar closure of physical branch locations at the direction of any governmental authority if such

banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Common Shares pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)

Trading Day following the date hereof.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Shares” means the number of shares of Common Stock to be issued to the Purchaser pursuant to this Agreement set forth on the

signature page hereto.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Debt”

shall have the meaning ascribed to such term in the Recitals.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disqualification

Event” shall have the meaning ascribed to such term in Section 3.1(p).

“Effectiveness

Period” shall have the meaning ascribed to such term in Section 5.2(a).

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “GAAP”

shall have the meaning ascribed to such term in Section 3.1(h).

“Legend

Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. “Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“per

share Purchase Price” means the closing price per share of the Common Stock on the principal Trading Market on the Closing

Date, as reported by such Trading Market (or, if the Common Stock is not then listed or quoted on a Trading Market, as reported by Bloomberg

L.P.), expressed in United States dollars.

“Person”

means an individual, corporation, exempted company, partnership (including a general partnership, limited partnership, exempted limited

partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including

a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Prospectus”

means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, including post-effective

amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Registration

Statement” means a registration statement filed by the Company under the Securities Act covering the resale of the Securities.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities”

means the Common Stock.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means the aggregate dollar amount of Debt cancelled by the Purchaser in exchange for Common Shares hereunder, which

amount is equal to the per share Purchase Price multiplied by the number of Common Shares issued to the Purchaser, and which shall be

satisfied solely by cancellation of a corresponding amount of Debt and not by the payment of cash.

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated

hereunder.

“Transfer

Agent” means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of 1110 Centre Point

Curve, Suite 101, Mendota Heights, MN 55120, and any successor transfer agent of the Company.

ARTICLE

II.

PURCHASE

AND SALE

2.1

Issuance

of the Common Shares in Satisfaction of Debt.

(a)

the terms and subject to the conditions set forth herein, on the date of the last signature to this Securities Purchase Agreement

(the “Closing”), in full satisfaction and discharge of the Debt (representing the portion of the Outstanding Fees

remaining after the Cash Repayment), the Company shall issue deliver to the Purchasers, and the Purchasers agree to accept from the

Company, an aggregate of 89,430 shares of Company Common Stock. The Purchasers hereby acknowledge and agree that upon issuance of

the Common Shares to the Purchasers, the Debt shall be deemed satisfied, discharged and released in full, and the Purchasers shall

have no further claims against the Company with respect to the Debt.

(b)

the terms and subject to the conditions set forth herein, on the Closing Date: (i) the Debt shall be deemed fully satisfied, discharged

and cancelled in full, (ii) the Company shall deliver, or cause to be delivered, evidence reasonably satisfactory to the Transfer

Agent, of the issuance of the Common Shares, and (iii) the Transfer Agent, upon receipt of the satisfactory evidence described in

clause (ii) above, shall deliver the Common Shares to the respective Purchasers, credited to book-entry accounts maintained by the

Transfer Agent. In consideration of the issuance of the Common Shares, the Purchasers, on behalf of themselves and their successors,

assigns, heirs, executors, administrators, agents, representatives and affiliates (collectively, the “Purchaser Releasing

Parties”), hereby fully and forever releases and discharges the Company and its subsidiaries, affiliates, officers, directors,

employees, agents, successors and assigns (collectively, the “Company Released Parties”) from any and all claims,

demands, actions, causes of action, costs, expenses, damages, liabilities and obligations of every kind and nature, whether known

or unknown, suspected or unsuspected, disclosed or undisclosed, that the Purchaser Releasing Parties now have, have ever had, or

may hereafter have against the Company Released Parties arising out of, relating to, or in any way connected with the Debt.

2.2

Deliveries.

(a)

or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the

following:

(i)

this

Agreement duly executed by the Company; and

(ii)

the

Company shall have provided the Purchasers with written confirmation that the Company has instructed its transfer agent to process

the issuance of the Common Shares.

(iii)

any

other documents and/or take such further actions as a Purchaser may reasonably request to effect the cancellation of the Debt.

(b)

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i)

this

Agreement duly executed by such Purchaser;

(ii)

each

Purchaser’s Subscription Amount via cancellation of the Debt; and

(iii)

any

such other documents and take such further actions as the Company may reasonably request to effect the cancellation of the Debt.

2.3

Closing

Conditions.

(a)

The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects)

on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein,

in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality,

in all respects) as of such date);

(ii)

all

obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii)

the

delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The

obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein

(unless as of a specific date therein, in which case they shall be accurate in all material respects (or, to the extent representations

or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)

all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)

the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and

(iv)

from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P.

shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported

by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York

State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international

calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the

reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Common Shares at the Closing.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall

be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the

corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly

or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued

and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive

and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries

or any of them in the Transaction Documents shall be disregarded.

(b)

Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,

validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power

and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any

Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or

other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good

standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned

by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could

not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction

Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)

of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material

Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification.

(c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith

other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, the issuance and sale of the Common Shares and the consummation by it of the transactions contemplated hereby and

thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or

articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an

event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties

or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e)

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice

and/or application(s) to each applicable Trading Market for the issuance and sale of the Common Shares and the listing of the Common

Shares for trading thereon in the time and manner required thereby, (ii) the filing of Form D with the Commission, and (iii) such filings

as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f)

Issuance of the Securities. The Common Shares are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

(g)

Capitalization. The capitalization of the Company is set forth in the SEC Reports. Except as set forth in the SEC Reports, no

Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions

contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Common Shares and as set forth in the SEC

Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating

to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe

for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements

by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents

or capital stock of any Subsidiary. The issuance and sale of the Common Shares will not obligate the Company or any Subsidiary to issue

shares of Common Stock or other securities to any Person (other than the Purchaser). Except as set forth in the SEC Reports, there are

no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange

or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth in

the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may

become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom

stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are

duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,

and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.

Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required

for the issuance and sale of the Securities. Except as set forth in the SEC Reports, there are no stockholders agreements, voting agreements

or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of

the Company, between or among any of the Company’s stockholders.

(h)

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements

of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of

a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the

SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with

respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally

accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be

otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain

all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated

Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the

case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)

Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any

broker, financial advisor or consultant, finder, other placement agent, investment banker, bank or other Person with respect to the transactions

contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims

made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions

contemplated by the Transaction Documents.

(j)

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and

the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received

notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Trading Market. Except as set forth in the SEC Reports, the Company is, and has

no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation

and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in

connection with such electronic transfer.

(k)

No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Common

Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration

of the Securities, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the

Company are listed or designated.

(l)

Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting

solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in

any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the

Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(m)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company.

(n)

Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no

registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated

hereby. The issuance and sale of the Common Shares hereunder does not contravene the rules and regulations of the Trading Market.

(o)

No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Common

Shares by any form of general solicitation or general advertising. The Company has offered the Common Shares for sale only to the Purchaser.

(p)

No Disqualification Events. With respect to the Common Shares to be offered and sold hereunder in reliance on Rule 506 under the

Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of

the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity

securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act)

connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer

Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)

under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)

or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification

Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the

Purchaser a copy of any disclosures provided thereunder.

(q)

Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be

paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(r)

Notice of Disqualification Events. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become

a Disqualification Event relating to any Issuer Covered Person.

3.2

Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of

the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a)

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which

it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will

constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i)

as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited

by applicable law.

(b)

Understandings or Arrangements. The Purchaser is acquiring the Common Shares as principal for its own account and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities. The

Purchaser is acquiring the Common Shares hereunder in the ordinary course of its business. The Purchaser understands that the Common

Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities

law and is acquiring such Common Shares as principal for his, her or its own account and not with a view to or for distributing or reselling

such Common Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention

of distributing any of such Common Shares in violation of the Securities Act or any applicable state securities law and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Common Shares in

violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchaser’s

right to sell such Common Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities

laws).

(c)

Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, an “accredited

investor” as defined in Rule 501(a) under the Securities Act.

(d)

Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an

investment in the Common Shares and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Common Shares and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial

condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;

and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort

or expense that is necessary to make an informed investment decision with respect to the investment.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not,

nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases

or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms

of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the

case that the Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s

assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other

portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed

by the portfolio manager that made the investment decision to purchase the Common Shares covered by this Agreement. Other than to other

Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors,

partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures

made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,

for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g)

General Solicitation. The Purchaser is not purchasing the Common Shares as a result of any advertisement, article, notice or other

communication regarding the Common Shares published in any newspaper, magazine or similar media or broadcast over television or radio

or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(h)

Restrictions Regarding the Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary

notwithstanding, it is understood and acknowledged by the Purchaser that: (i) the Purchaser has been asked by the Company and the Purchaser

agreed, to desist from purchasing or selling short, securities of the Company, or “derivative” securities based on securities

issued by the Company; (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation,

Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may

negatively impact the market price of the Company’s publicly-traded securities; and (iii) the Purchaser, and counter-parties in

“derivative” transactions to which any the Purchaser is a party, directly or indirectly, presently may not have a “short”

position in the Common Stock. The Purchaser further acknowledges that (y) the Purchaser may not engage in hedging activities at various

times during the period that the Common Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the

existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The

Purchaser acknowledges that such aforementioned hedging activities constitute a breach of the Transaction Documents.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Removal

of Legends.

(a)

The Common Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common

Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a the Purchaser or

in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company

an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall

be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Common

Shares under the Securities Act.

(b)

The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Common Shares:

THESE

SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE

UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE

EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE

STATE SECURITIES LAWS. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER

OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES

ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

(c)

Certificates and/or book entry statements (as applicable) evidencing the Common Shares shall not contain any legend (including the legend

set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such Common Shares is effective under

the Securities Act, if any, or (ii) if such legend is not required under applicable requirements of the Securities Act (including judicial

interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion

to the Transfer Agent or the Purchaser promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if

requested by a Purchaser, respectively. The Company agrees that following such time as such legend is no longer required under this Section

4.1(c), the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined below) following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing

Common Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or

cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive and other legends. The

Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer

set forth in this Section 4. Common Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser

by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate

representing shares issued with a restrictive legend.

4.2

Furnishing of Information. Until the earlier of the time that the Purchaser no longer owns the Common Shares or the date the Common

Shares may be resold without restriction or current-public-information requirements under Rule 144, the Company covenants to timely

file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company

after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange

Act.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Common Shares in a manner that

would require the registration under the Securities Act of the sale of the Common Shares or that would be integrated with the offer or

sale of the Common Shares for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval

prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

4.4

Delivery of Certificates or Book Entry Statements. The Company shall deliver to the Purchaser a stock certificate or a book entry

account statement evidencing that number of Common Shares equal to the Purchaser’s Subscription Amount divided by the per share

Purchase Price, which Common Shares shall be registered in the name of such Purchaser within two Business Days of the Closing Date

4.5

[Reserved]

4.6

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed. The Company shall, if applicable: (i) in the time and manner required by the principal

Trading Market, file an additional shares listing application covering the Common Shares, and (ii) take all steps necessary to cause

such shares of Common Shares to be approved for listing or quotation on such Trading Market as soon as possible thereafter. The Company

agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established

clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established

clearing corporation in connection with such electronic transfer.

4.7

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Common Shares as required under Regulation

D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Common Shares for, sale to the Purchaser at the Closing

under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions

promptly upon request of any Purchaser.

ARTICLE

REGISTRATION

RIGHTS

5.1

Registration.

(a)

Registration Statement. Promptly, but in any event no later than ten (10) days after the Closing Date, the Company shall prepare

and file with the Commission a Registration Statement covering the resale of all of the Securities. The foregoing Registration Statement

shall be filed on Form S-3, or if Form S-3 is not available to the Company, Form S-1 or any successor forms thereto. The Registration

Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to

the Purchasers and their counsel prior to its filing or other submission and the Company shall incorporate all reasonable comments provided

by their counsel.

(b)

Expenses. Except as otherwise expressly provided herein, the Company will pay all fees and expenses incident to the performance

of or compliance with this Section 5, including all fees and expenses associated with effecting the registration of the Securities,

including all filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing

the Common Shares for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the Purchasers and

the Purchasers’ reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters,

selling brokers, dealer managers or similar securities industry professionals with respect to the Common Shares being sold.

(c)

Effectiveness. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective

as soon as practicable after filing thereof but in no event later than the date that is ninety (90) days following the Closing Date.

The Company shall notify the Purchasers by e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after

the Registration Statement is declared effective and shall simultaneously provide the Purchasers with copies of any related Prospectus

to be used in connection with the sale or other disposition of the securities covered thereby.

(d)

Piggyback Registration Rights. If the Company at any time determines to file a registration statement under the Securities Act

to register the offer and sale, by the Company, of Common Stock (other than (y) on Form S-4 or Form S-8 under the Securities Act or any

successor forms thereto, or (z) a registration of securities solely relating to an offering and sale to employees or directors of the

Company pursuant to any employee stock plan or other employee benefit plan arrangement), the Company shall, as soon as reasonably practicable,

give written notice to the Purchasers of its intention to so register the offer and sale of Common Stock and, upon the written request,

given within five (5) Business Days after delivery of any such notice by the Company, of the Purchasers to include in such registration

the Common Shares (which request shall specify the number of Common Shares proposed to be included in such registration), the Company

shall use commercially reasonable efforts to cause all such Common Shares to be included in such registration statement on the same terms

and conditions as the Common Stock otherwise being sold pursuant to such registered offering; provided, however, that if the managing

underwriter or placement agent for such offering advises the Company in writing that the inclusion of all or a portion of the Common

Shares would materially and adversely affect the success of the offering, then the number of Common Shares to be included shall be reduced

or excluded entirely to the extent so advised by such managing underwriter or placement agent.

5.2

Company Obligations. The Company will use its reasonable best efforts to effect the registration of the Common Shares in accordance

with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a)

use its commercially reasonable efforts to cause the Registration Statement to become effective and to remain continuously effective

for a period that will terminate upon the first date on which (i) all Common Shares are either covered by the Registration Statement

or have been sold by the Purchasers, (ii) the Common Shares have been resold to the public pursuant to Rule 144, or (iii) the Common

Shares cease to be outstanding (the “Effectiveness Period”) and advise the Purchasers in writing when the Effectiveness

Period has expired;

(b)

prepare and file with the Commission such amendments and post-effective amendments and supplements to the Registration Statement and

the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions

of the Securities Act and the Exchange Act with respect to the distribution of all of the Common Shares covered thereby;

(c)

notify the Purchasers of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus

or for additional information;

(d)

furnish to the Purchasers and their legal counsel, without charge, (i) promptly after the same is prepared and publicly distributed,

filed with the Commission, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or

sending date, as the case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus

and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the Commission or the staff of the

Commission, and each item of correspondence from the Commission or the staff of the Commission, in each case relating to the Registration

Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment),

and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such

other documents as the Purchasers may reasonably request in order to facilitate the disposition of the Common Shares that are covered

by the related Registration Statement;

(e)

immediately notify the Purchasers of any request by the Commission for the amending or supplementing of the Registration Statement or

Prospectus or for additional information;

(f)

use its commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii)

if such order is issued, obtain the withdrawal of any such order at the earliest possible moment and notify the Purchasers of the issuance

of any such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose;

(g)

prior to any public offering of Securities, use its commercially reasonable efforts to register or qualify or cooperate with the Purchasers

and their counsel in connection with the registration or qualification of such Common Shares for offer and sale under the securities

or blue sky laws of such jurisdictions requested by the Purchasers and do any and all other commercially reasonable acts or things necessary

or advisable to enable the distribution in such jurisdictions of the Common Shares covered by the Registration Statement and the Company

shall promptly notify the Purchasers of any notification with respect to the suspension of the registration or qualification of any of

such Common Shares for sale under the securities or blue sky laws of such jurisdictions or its receipt of notice of the initiation or

threat of any proceeding for such purpose;

(h)

immediately notify the Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening

of any event as a result of which, the Registration Statement or Prospectus includes an untrue statement of a material fact or omits

to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the

Prospectus, in light of the circumstances in which they were made), and promptly prepare, file with the Commission and furnish to such

holder a supplement to or an amendment of such Registration Statement or Prospectus as may be necessary so that such Registration Statement

or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary to make the statements therein not misleading (in the case of such Prospectus, in light of the circumstances in which they

were made);

(i)

otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities

Act and the Exchange Act;

(j)

hold in confidence and not make any disclosure of information concerning the Purchasers provided to the Company unless (i) disclosure

of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary

to complete the Registration Statement or to avoid or correct a misstatement or omission in the Registration Statement, (iii) the release

of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent

jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this

Agreement or any other agreement, and upon learning that disclosure of such information concerning the Purchasers is sought in or by

a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Purchasers and allow

each Purchaser, at the Purchaser’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective

order for, such information; and

(k)

take all other reasonable actions necessary to expedite and facilitate disposition by the Purchasers of all Common Shares pursuant to

the Registration Statement.

ARTICLE

VI.

MISCELLANEOUS

6.1

Termination. This Agreement may be terminated by the Purchasers by written notice to the Company, if the Closing has not been

consummated on or before the fifth (5th) Trading Day following the date hereof.

6.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp

taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

6.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. Subject to Section 6.9, the address for such notices and communications shall be as follows:

to the Company:

1560

Sawgrass Corporate Parkway,

Suite 400 Sunrise, Florida 33323

Attn:

William Kerby, Chief Executive Officer

E-Mail:

With

a copy to (which shall not constitute notice):

TroyGould

Attn:

David Ficksman, Esq.

1801

Century Park East, Suite 1600 Los Angeles, California 90067-2367

E-Mail:dficksman@troygould.com

to the Purchaser:

- Such

address set forth in the Purchaser’s signature page.

6.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed by both parties, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No

waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver

in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any

delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected

in accordance with this Section 6.5 shall be binding upon the Purchasers and holder of Common Shares and the Company.

6.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

6.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of the majority of the Purchasers (other than by merger). Each Purchaser may assign any or all of their rights under this Agreement to

any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with

respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”

6.8

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise

set forth in this Section 6.8.

6.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles

of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of

the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective

affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and

federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and

federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction

Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to

the jurisdiction of any such court, that such Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby

irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof

via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices

to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall

commence a Proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such Proceeding shall be

reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Proceeding.

6.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

6.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

6.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

6.13

Replacement of Securities. If any certificate or instrument evidencing any Common Shares is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

6.14

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary

damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents

and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at

law would be adequate.

6.15

Payment Set Aside. To the extent that the Company makes a payment or payments to the Purchasers pursuant to any Transaction Document

or the Purchasers enforce or exercise their rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

6.16

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

6.17

Recitals. The recitals set forth above are true and correct, are incorporated into and made a part of this Agreement by this reference,

and shall have the same force and effect as the operative provisions hereof. Capitalized terms defined in the recitals shall have the

meanings given to them there wherever used in this Agreement.

6.18

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

NEXTTRIP,

INC.

By:

Name:

William

Kerby

Title:

Chief

Executive Officer

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

executing this signature page, the undersigned agrees to be bound by, and affirms each of its covenants and commitments under, this Agreement,

and acknowledges receipt of $[__________], representing the undersigned’s pro rata portion of the Cash Repayment paid separately

to the undersigned. The undersigned further acknowledges and agrees that the Cash Repayment, together with the Common Shares to be issued

to the undersigned under this Agreement, constitutes full and final satisfaction of all fees and other amounts owed to the undersigned

for prior service as a director of the Company.

Name

of Purchaser:_________________________________________________________________________________

Signature

of Purchaser:_____________________________________________________________________________

Name

of Authorized Signatory:________________________________________________________________________

Title

of Authorized Signatory:_________________________________________________________________________

Address of Authorized Signatory:_________________________________________________________________

Address

for Notice to Purchaser:______________________________________________________________________

Address

for Delivery of Securities to Purchaser (if not same as address for notice):_________________________________

Subscription

Amount:______________________________________________________________________________

Common

Shares:___________________________________________________________________________________

EIN

(or SSN if Individual) Number:_____________________________________________________________________

Date

of Signature:__________________________________________________________________________________

[PURCHASER

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