EXHIBIT 4.2
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH
THIS SECURITY MAY BE EXERCISED HAVE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT
DRIVEITAWAY HOLDINGS, INC.
Warrant Shares: 2,000,000
Date of Issuance: February 24, 2022 (“Issuance Date”)
As Amended and Restated: February 10, 2023
This AMENDED AND RESTATED COMMON
STOCK PURCHASE WARRANT (the “Warrant”) amends, restates, and replaces in its entirety that certain Common Stock Purchase
Warrant dated February 24, 2022 (the “Original Warrant”) to purchase 1,000,000 shares of Common Stock (as defined below) of
Driveitaway Holdings, Inc. (f/k/a Creative Learning Corporation), a Delaware corporation (the “Company”). The Company and
AJB Capital Investments, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”),
have agreed to amend and restate the Original Warrant pursuant to Section 9 of the Original Warrant, as set forth herein.
This Warrant certifies that, for
value received (in connection with the issuance of the $835,000.00 12% promissory note to the Holder dated as of the Issuance Date (as
amended, the “Note”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the Issuance Date, to purchase the Company up to 2,000,000 shares of Common Stock (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the
Exercise Price per share then in effect. This Warrant is issued by the Company as of the Issuance Date in connection with that certain
securities purchase agreement dated February 24, 2022, by and among the Company and the Holder (as amended, the “Purchase Agreement”).
Capitalized terms used in this
Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section
12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.05, subject to adjustment as provided
herein, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m.
eastern standard time on the five-year anniversary thereof.
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part
at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s
transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied
by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”
and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately
available funds, the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for
the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock
in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise
and the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense,
issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
If the Company fails to cause its
transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the
Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default
under the Note.
(b) No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the number of shares issuable shall be rounded up, as the case may be, to the nearest whole share.
(c) Xxxxxx’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable
Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the
Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below.
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant pursuant to a pending Exercise Notice with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise
of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or
conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other
Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company
is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a
Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject
to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
For purposes of this paragraph,
in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more
recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number
of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since
the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.
(d) Registration
of Common Stock. The shares issuable upon exercise of this Warrant shall be included in the next succeeding registration statement
filed by the Company with the securities exchange commission after the Issuance Date, other than a registration statement filed on Form
S-8 or Form S-4. If no such registration statement is filed or if the Company fails to include such shares in such registration statement,
then no later than the date that is six months from the Issuance Date the Company shall file a registration statement with the Securities
and Exchange Commission including all shares issuable upon exercise of this Warrant, and cause it to be declared effective.
(e) Conversion
to Cashless Exercise. In the event the Company (i) fails to timely file a registration statement for the shares issuable upon exercise
of this Warrant as required by the preceding paragraph, or (ii) fails to repay all amounts payable by the Company under the Note by the
Maturity Date, in each case notwithstanding anything in Section 1(a) of this Warrant to the contrary, this Warrant will be deemed
to permit cashless exercise, such that Holder may pay the Aggregate Exercise Price by instructing the Company to issue Warrant Shares
then issuable upon exercise of all or any part of this Warrant on a net basis such that, without payment of any cash consideration or
other immediately available funds, the Holder shall surrender this Warrant in exchange for the number of Warrant Shares as is computed
using the following formula:
Where:
X = the number of Warrant Shares
to be issued to the Holder.
Y = the total number of Warrant
Shares for which the Holder has elected to exercise this Warrant.
A = the Fair Market Value of one
Warrant Share as of the date of the applicable Exercise Notice.
B = the Exercise Price in effect
under this Warrant as of the date of the applicable Exercise Notice.
X = Y(A - B) ÷ A
2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash,
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:
(i) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares
of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith
by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and
(ii) the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive
the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that
in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on
a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the
Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares,
the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares
of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this
Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and
the number of Warrant Shares calculated in accordance with the first part of this clause (ii).
(b) Anti-Dilution
Adjustments to Exercise Price. If and whenever, at any time while this Warrant is outstanding, the Company issues or sells, or in
accordance with this Section 2 is deemed to have issued or sold, any warrant or option to purchase Common Stock and/or Common Stock Equivalents
(including shares of Common Stock owned or held by or for the account of the Company), but excluding any securities issued or sold or
deemed to have been issued or sold solely in connection with an Exempt Issuance, with a purchase price per share (the “New Issuance
Price”) less than the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately
after such issuance or sale or deemed issuance or sale, the Exercise Price then in effect shall be reduced to an amount equal to the New
Issuance Price (subject to adjustment as provided herein).
Notwithstanding the forgoing Section 2(b), in the
event that the Company successfully lists shares of its common stock on a senior national securities exchange, including but not limited
to the Nasdaq Stock Market and/or New York Stock Exchange, the exercise price of this Warrant shall no longer be subject to the anti-dilution
adjustment provisions provided in Section 2(b) of this Warrant.
(c) Subdivision
or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased; provided, however,
that if the Company fails to repay all amounts payable by the Company under the Note by the Maturity Date, no adjustments to the Exercise
Price or number of Warrant Shares will be made pursuant to the foregoing. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall
be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section
2(c) shall occur.
3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another
entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders
of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders
of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other
than as a result of a subdivision or combination of shares of Common Stock governed by Section 2(c) herein) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of
shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation
on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such
warrant into Alternate Consideration.
4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, five times the number of
shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to
time, and without regard to any limitations on exercise).
5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
6. REISSUANCE.
(a) Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall
be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as
the Issuance Date.
7. TRANSFER.
(a) Assignment
Generally. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the
Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company
hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written
consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null
and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and
obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Xxxxxx to a third party, in whole or in
part, without the need to obtain the Company’s consent thereto.
(b) No
Transfer Except on Compliance with the Law. The Holder of this Warrant and any transferee hereof or of the Common Stock with respect
to which this Warrant may be exercisable, by his or her acceptance hereof, hereby understands and agrees that this Warrant and the Common
Stock with respect to which this Warrant may be exercisable have not been registered under the Securities Act, and may not be sold, pledged,
hypothecated, donated, or otherwise transferred (whether or not for consideration) without an effective registration statement under the
Act or an available exemption from such registration. It shall be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company its written agreement to accept and be bound by all of the terms and conditions of this Warrant. The foregoing
notwithstanding, the Company acknowledges its obligations to register the Common Stock which is issuable upon exercise of this Warrant
pursuant to Section 1(d) hereof.
(c) Legend
on Shares issued upon Exercise. Except to the extent the resale of the shares of Common Stock issuable upon exercise hereof are registered
for resale, or may be sold to the public pursuant to Rule 144 under the Securities Act, the certificates of the Company that will evidence
the shares of Common Stock with respect to which this Warrant may be exercisable will be imprinted with a conspicuous legend in substantially
the following form:
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND/OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS
MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
ACT.”
8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least ten
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the
shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock, or
(C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.
9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.
10. GOVERNING
LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this
Warrant shall be brought only in the state courts located in the State of New York or in the federal courts located in the State of New
York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to
recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law,
then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document 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.
11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
12. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Nasdaq”
means xxx.Xxxxxx.xxx.
(b) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market,
as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does
not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no
last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security
as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.
(c) “Common
Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be
reclassified or changed.
(d) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock,
including without limitation any debt, preferred stock, rights, options, warrants 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.
(e) “Exempt
Issuance” means (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering
pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors
approved by the Board, whether pursuant to a plan or on a case-by-case basis, (iii) issuances to strategic partners or other parties in
connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions
approved by the Board, (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection
with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the
disposition or acquisition of a business, product or license by the Company, or (v) shares of Common Stock issued pursuant to the Company’s
current private placement offering of 7,000,000 Units for $0.20 per Unit, each of which consists of one share of common stock and one
warrant to purchase one share of common stock for $0.40 per share.
(f) “Principal
Market” means the primary exchange or quotation system on which the Common Stock is then traded.
(g) “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common
Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter
markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.
* * * * * * *
IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed effective as of the Issuance Date set forth above.
Agreed and Acknowledged:
AJB CAPITAL INVESTMENTS, LLC |
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Xxx Xxxxxx |
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Partner |
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EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered holder to exercise
this Common Stock Purchase Warrant)
THE UNDERSIGNED holder hereby exercises
the right to purchase ________________ of the shares of Common Stock (“Warrant Shares”) of Driveitaway Holdings, Inc., a Delaware
corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
| 1. | Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made with
respect to _________________ Warrant Shares. |
| 2. | Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
Aggregate Exercise Price in the sum of $________________ to the Company in accordance with the terms of the Warrant. |
| 3. | Delivery of Warrant Shares. The Company shall deliver to the holder ______________ Warrant Shares
in accordance with the terms of the Warrant. |
Date: |
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(Print Name of Registered Holder) |
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By: |
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Name: |
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Title: |
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EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the
Warrant)
FOR VALUE RECEIVED, the undersigned
hereby sells, assigns, and transfers unto_____________ the right to purchase _______________ shares of common stock of Driveitaway Holdings,
Inc. to which the within Common Stock Purchase Warrant relates and appoints ________________, as attorney-in-fact, to transfer said right
on the books of Driveitaway Holdings, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer,
the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.
Dated: |
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(Signature) * |
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(Name) |
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(Address) |
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(Social Security or Tax Identification No.) |
* The signature on this Assignment of Warrant must
correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement
or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s)
and title(s) with such entity.
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