Asset purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025

Exhibit 2.1

ASSET PURCHASE AGREEMENT (“APA”)

This Asset Purchase Agreement (the “Agreement” or “APA”) is made and entered into as of April 1, 2025, by and between:

Seller: Ovation, LLC, a Delaware limited liability company, with its principal place of business at 500 S Sepulveda Blvd., Suite 300, Los Angeles, CA 90049.

Buyer: Nexttrip, Inc., a Nevada corporation, with its principal place of business at 3900 Paseo del Sol, Santa Fe, NM 8750.

RECITALS

WHEREAS Seller owns and operates JOURNY, a direct streaming FAST channel (the “Business”), and desires to sell certain assets related to the Business; and

WHEREAS Buyer desires to purchase such assets and assume certain liabilities of the Business (the “Transaction”), all upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1. SALE AND TRANSFER OF ASSETS AND LIABILITIES

Transferred Assets and Liabilities. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1), Seller shall sell, transfer, assign, and convey to Buyer, and Buyer shall purchase from Seller, all rights, title, and interest in and to the assets listed on Schedule A, B, C, and D attached hereto (collectively, the “Purchased Assets”), and Buyer shall assume all payment obligations and liabilities associated therewith subsequent to the Closing Date, as follows:

2. PURCHASE PRICE AND PAYMENT TERMS

2.1 Purchase Price. The total purchase price for the Transferred Assets shall be Three Hundred Thousand Dollars ($300,000) USD plus 20,000 restricted shares of Nexttrip, Inc. (the “Purchase Price”).

2.2 Payment of Purchase Price. At the Closing, Buyer shall pay the Purchase Price to Seller by wire transfer of immediately available funds to a bank account designated by Seller and issuance of 20,000 restricted common shares of Nexttrip, Inc. in the form attached as Schedule E, and fully tradeable by Buyer no later than the six-month anniversary of this agreement.

3. CLOSING

3.1 Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures on March April 1, 2025, or such other date as the parties may mutually agree (the “Closing Date”).

3.2 Seller’s Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:

3.3 Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver to Seller:

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer that the statements contained in this Section 4.1 are true and correct as of the date hereof. For purposes of this Section 4.1, “Seller’s Knowledge,” “knowledge of Seller” and any other similar phrases shall mean the actual knowledge of any executive officer of Seller, after due inquiry.

4.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that the statements contained in this Section 4.2 are true and correct as of the date hereof.:

5. COVENANTS

5.1 Confidentiality. Each party agrees to maintain the confidentiality of shared information in accordance with the non-disclosure agreement between the parties dated February 13, 2025, as may be extended by mutual agreement of the parties as needed. Any public announcements concerning the Transaction, including without limitation press or publicity announcements, shall be subject to the advance mutual approval of both parties.

5.2 No reliance. Buyer acknowledges and agrees that the due diligence performed by Buyer is sufficient for Buyer to determine the state of the Business and assess any potential risks associated the Transaction or operation of the Business, including without limitation tax implications, legal issues, and any potential future adverse decisions by JOURNY distributors , and that other than as expressly warranted in this Agreement, Buyer disclaims any reliance on Seller for any such determinations and releases Seller from any associated claim or liability. Buyer affirms that it is not relying on Seller for legal or tax advice and is solely responsible for determining the tax implications, if any, of the Transaction.

5.3 Further Assurances. Each party agrees to execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

6. INDEMNIFICATION

6.1 Survival. All representations, warranties, covenants, and agreements contained herein and all rights related to indemnification shall survive the Closing.

6.2 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer and its affiliates from and against any and all losses, liabilities, claims, damages, and expenses arising out of (a) any breach of Seller’s representations, warranties, or covenants under this Agreement, or (b) the operation of the Business prior to the Closing Date.

6.3 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its affiliates from and against any and all losses, liabilities, claims, damages, and expenses arising out of (a) any breach of Buyer’s representations, warranties, or covenants under this Agreement, or (b) the operation of the Business subsequent to the Closing Date..

6.4 Limitation of Liability. Except for a breach of the indemnification obligations in this Section 6, neither Seller nor Buyer shall, for any reason or under any legal theory, be liable to the other for any special, indirect, incidental, punitive or consequential damages or for loss of profits, revenues, data or services, regardless of whether such damages or loss was foreseeable and regardless of whether it was informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Notwithstanding anything to the contrary contained herein, the Seller’s liability under this Agreement shall be limited to a maximum of Three Hundred Thousand Dollars ($300,000.00).

6.5 Indemnification Procedures. Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such action, the Indemnified Party may, but shall not be obligated to, defend against such action in such manner as it may deem appropriate, including, but not limited to, settling such action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

7. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

7.2 Entire Agreement. This Agreement, together with its schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and representations.

7.3 Amendments. Any amendment or modification of this Agreement must be in writing and executed by both parties.

7.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

7.5 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to an affiliate of such party or a party acquiring all or substantially all of the stock or assets of such party.

7.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of the date first above written.

Schedule A

Trademarks:

Jurisdiction: United States

Mark: Journy

Mark Type: Standard Character Word Mark

International Class: 041

Registration No.: 6266865

Registration Date: Filed February 9, 2021

Website:

Journy.tv

Social Media Accounts:

X: @journynow

Instagram: @journynow

Facebook: facebook.com/JournyNow

Schedule B

Distribution Agreements

Schedule C

License Agreement

[attached]

Schedule D

Service Agreements