EXHIBIT 10.1


 


SUBSCRIPTION
AGREEMENT


 


To:DRIVEITAWAY
HOLDINGS, INC.


 


RE:15%
SECURED CONVERTIBLE NOTES WITH
WARRANTS


 


Dated: November 9, 2022


 


Gentlemen:


 


		1.	Subscription.



 


The undersigned
(the “Purchaser”),
intending to be
legally bound, hereby
irrevocably agrees to purchase
from DriveItAway Holdings, Inc., a Delaware Corporation (the “Company”),
the number of Units, set forth on the Signature Page at the end of this Subscription Agreement (the “Agreement”) at
a purchase price of $50,000 per Unit with
each Unit consisting of a Twenty-four month
15% Secured Convertible Note (“Note”) which is convertible at $.20 per share into shares of the Company Common Stock
and a warrant exercisable for 25,000 shares of the Company’s Common Stock
at an exercise price of $.30 per share ( collectively, the “Shares”), upon the terms and conditions hereinafter
set forth (the “Offering”). This subscription is submitted
to the Company accordance with
and subject to the terms and conditions described in this Agreement and in the
Term Sheet attached hereto as Exhibit B.


 


The undersigned is delivering (i) the subscription
payment by check made payable to Patrizio & O’Leary LLP Attorney Escrow Account
or by wire
using the instructions
attached hereto as Exhibit C and
(ii) one executed
copy of this Agreement, to:


 


Paul Patrizio, Esq.


Patrizio & O’Leary LLP


300 Carnegie Center, Suite 150


Princeton, NJ 08540


ppatrizio@po-legal.com


 


The undersigned understands that the Units are being
issued pursuant to the exemption from the registration
requirements of the
United States Securities
Act of 1933,
as amended (the
“Securities Act”), provided by Regulation D Rule 506 of such Securities Act. As such, the Units are only
being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations
made by the undersigned in this Agreement that the undersigned qualifies as such an accredited investor. The Units, the Notes and
the Shares are “restricted securities” for purposes of the United States securities laws and cannot be transferred
except as permitted under these laws. The Company’s common stock publicly trades
in the OTC Market under the symbol DWAY.


 


		2.	Acceptance of Subscription.



 


The Offering
will be open
until the sale
of all of the
Units.


 






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Subject to
applicable state securities
laws, the Purchaser
may not revoke
any subscription that


 


such Purchaser delivers to the Company. However, the
undersigned understands and agrees that the Company, in
its sole discretion,
may (i) reject
the subscription of
any Purchaser, whether
or not qualified, in whole or in,
part, and (ii) may withdraw the Offering at any time prior to the termination of the
Offering. The Company shall have no obligation to accept subscriptions in the order received. This subscription shall become binding
only if accepted by the Company.


 


		3.	Term Sheet and Information.



 


The Purchaser
hereby acknowledges review of the Term Sheet attached hereto as Exhibit B (the “Term Sheet”) and review of the
Company’s filings with the SEC (the “Material Information”). This Offering is subject to the terms and
conditions set forth in the Term Sheet which are incorporated by reference herein.


 


		4.	Representations and Warranties.



 


		1.	The Company represents and warrants to, and agrees with the undersigned as follows,
in each case
as of the
date hereof and
in all material
respects as of
the date of
any closing, except for any changes resulting solely from the Offering:



 


		1.	The Company is duly
organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation with full
power and authority to own, lease, license
and use its
properties and assets
and to carry
out the business in which it is
engaged. The Company is in good standing as a foreign corporation in
every jurisdiction in
which its ownership,
leasing, licensing or
use of property or assets or the conduct of its business makes such qualification necessary, except where the
failure to be so qualified would not have a material adverse effect on the
Company.



 


		2.	Each outstanding share of Common Stock is validly authorized, validly issued,
fully paid and non-assessable, without
any personal liability
attaching to the ownership
thereof and has
not been issued
and is not
or will not
be owned or held in violation
of any preemptive rights of stockholders.



 


		3.	There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal),
or investigation pending or, to the best knowledge of the officers of the Company, threatened with respect to the Company, or any
of its subsidiaries, operations, businesses,
properties or assets
such as individually
or in the aggregate do not now have and could not reasonably be expected have
a material adverse effect upon the operations, business, properties or assets of the Company.



 


		4.	The Company
is not in
violation of, or
in default with
respect to, any
law, rule, regulation, order, judgment or decree such as in the aggregate do
not now have and will not in the future have a material adverse effect upon the operations, business, properties or assets of the
Company; nor is the Company required to take any action in order to avoid any such violation or default.



 






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		5.	The Company has all requisite power and authority
(i) to execute, deliver and perform its
obligations under this
Agreement, and (ii)
to issue and
sell the Units in the Offering.



 


		6.	No consent, authorization, approval, order, license, certificate or permit of or from, or declaration
or filing with, any United States federal, state, local, or other applicable
governmental authority, or
any court or
any other tribunal,
is required by the Company
for the execution, delivery or performance by the Company of this Agreement
or the issuance
and sale of
the Units, except
such filings and
consents as may be required and have been or at the initial closing will have
been made or obtained under the laws of the United States federal and state securities laws.



 


		7.	The execution,
delivery and performance of this
Agreement and the issuance of the Units
will not violate or result in a breach of, or entitle any party (with or without the
giving of notice or the passage of time or both) to terminate or call a default under any
agreement or violate or result in a breach of any term of the Company’s
Articles of Incorporation or Bylaws of, or violate any law, rule, regulation, order,
judgment or decree binding upon, the Company,
or to which any of its operations,
businesses, properties or
assets are subject,
the breach, termination or violation
of which, or default under
which, would have a material adverse
effect on the operations, business, properties or assets of the Company.



 


		8.	The Shares issuable through the Units in this Offering are validly authorized and, if and when
issued in accordance with the terms and conditions set forth in the Term Sheet and in this Agreement, will be validly issued, fully
paid and non-assessable without any personal
liability attaching to
the ownership thereof,
and will not be issued in violation
of any preemptive or other rights of stockholders.



 


		9.	The Term Sheet and the Material Information do not contain any untrue statement
of a material
fact or omit
to state any
material fact required
to be stated therein or necessary
to make the statements therein not misleading. Without limiting the generality of the foregoing, there has been no material adverse
change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the knowledge of the
Company, future prospects of the Company from the latest information set forth in the Material Information.



 


		2.	The undersigned
hereby represents and
warrants to, and
agrees with, the Company as follows:



 


		1.	The undersigned is an “Accredited Investor” as that term is
defined in Rule 501 (a) of Regulation D promulgated under the Securities Act,
a copy of which is attached hereto as Exhibit A to this Agreement. “



 






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		2.	If a natural person, the undersigned is: a bona fide resident of the state or
                                                              non-United
States jurisdiction contained
in the address
set forth on
the Signature Page of this Agreement as the undersigned’s home address;
at least 21 years of age; and legally competent to execute this Agreement. If an entity, the undersigned
has its principal offices
or principal place of business
in the state or non-United
States jurisdiction contained
in the address
set forth on
the Signature Page of this Agreement, the individual signing on behalf of the
undersigned is duly authorized to execute this Agreement and this Agreement constitutes the legal, valid and binding obligation
of the undersigned enforceable against the undersigned in accordance with its terms.



  


		3.	The undersigned has received, read carefully and is familiar with
this Agreement, the Term
Sheet and the
information in the
Material Information.



 


		4.	The undersigned (or the undersigned’s purchaser representative) has such knowledge
and experience in
finance, securities, taxation,
investments and other business
matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned’s
investment in the Company hereunder is not material when compared to the undersigned’s total financial capacity.



 


		5.	The undersigned understands the various risks of an investment in the Company
as proposed herein
and can afford
to bear such
risks, including, without limitation,
the risks of losing the entire investment.



 


		6.	The undersigned
acknowledges that a
limited market for the Common Stock of
the Company presently exists as it trades in the OTC Markets and no major market may develop in the future. Accordingly,
the undersigned understands he may find it impossible to liquidate the investment at a time when
it may be desirable
to do so,
or at any
other time.



 


		7.	The undersigned
has been advised
by the Company
that neither of
the Shares nor the Units has been registered under the Securities Act, that
they will be issued on the basis of the statutory exemption provided by Rule 506 of the Securities Act or Regulation D promulgated
thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions
under certain state securities laws;
that this transaction has not been reviewed by, passed on or submitted to any federal
or state agency or self- regulatory organization where an exemption is being relied upon; and that the Company’s reliance
thereon is based in part upon the representations made by the undersigned in this Agreement.



 


		8.	The undersigned acknowledges that the undersigned has been informed by
                                                            the Company of or is otherwise familiar with, the nature of the limitations imposed by the
                                                            Securities Act and the rules and regulations thereunder
                                                            on the transfer of the Shares. In particular, the undersigned agrees that no sale, assignment or transfer of
                                                            any of the Shares shall be valid or
                                                            effective, and the Company shall not be required to give any effect to such a sale, assignment or
                                                            transfer, unless (i) the sale, assignment
                                                            or transfer of such Shares is registered
                                                            under the Securities Act, it being understood that
the Shares are not currently registered for sale and that the Company has no obligation or intention to so register
the Shares, except
as contemplated by
the terms of
the Term Sheet
or (ii) such Shares are sold, assigned or transferred in accordance with all
the requirements and limitations of Rule 144 under the Securities Act , or (iii) such sale, assignment or transfer is otherwise
exempt from registration under the Securities Act,
including Regulation S
promulgated thereunder. The
undersigned further understands that an opinion of counsel and other documents may be required to transfer the Shares.



  






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		9.	The undersigned acknowledges that the Shares shall be subject to a stop transfer
order and the
certificate or certificates
evidencing any Shares
shall bear the following or a substantially similar legend or such other legend
as may appear on the forms of common stock and such other legends as may be required by state blue sky laws:



 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “ACT”) OR. APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS
EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OF
THE ACT AND
APPLICABLE STATE SECURITIES LAWS.


 


		10.	The undersigned will acquire the Units for the undersigned’s own account
(or for the
joint account of the
undersigned and the
undersigned’s spouse either in joint tenancy, tenancy by ‘he entirety
or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of
any participation therein and
has no present
intention of distributing
or selling to others any of such interest or granting any participation therein.



 


		11.	No oral or
written representations have
been made other
than as stated
in the Term Sheet or Material Information,
and no oral or written information furnished to the undersigned or
the undersigned’s advisor(s)
in connection with
the Offering were in any way inconsistent
with the information stated in the Term Sheet and Material Information.



 


		12.	The undersigned has consulted his own financial, legal and tax advisors with respect to the
economic, legal and tax consequences of an investment in the Units and
has not relied
on the Term
Sheet or the
Company, its officers,
directors or professional advisors for advice as to such consequences.



 


		5.	Indemnification.



 


The Purchaser understands the
meaning and legal consequences of the representations and warranties contained
in Section 4.2,
and agrees to
indemnify and hold
harmless the Company
and each member, officer, employee, agent or representative thereof against
any and all loss, damage or liability due to
or arising out
of a breach
of any representation
or warranty, or
breach or failure
to comply with
any covenant, of the Purchaser, whether contained in the Term Sheet or this Subscription Agreement.


 


Notwithstanding
any of the
representations, warranties, acknowledgments
or agreements made
herein by the Purchaser, the Purchaser does not thereby or in any other manner
waive any rights granted to the Purchaser under federal or state securities laws.


 






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		6.	Provisions of Certain
State Laws.



 


IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY
ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED TIE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY
IS A CRIMINAL
OFFENSE.


 


THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF
1933, AS AMENDED,
AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


THE SECURITIES
HAVE NOT BEEN
REGISTERED UNDER THE
NEW YORK UNIFORM SECURITIES ACT
AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.


 


		7.	Additional Documents.



 


The Purchaser
hereby acknowledges, and the Company hereby
agrees, that there are additional documents that are required to be executed by the parties hereto to effectuate the terms and
conditions of the Term Sheet and both parties agree to execute and be bound by such additional documents.


 


		8.	Irrevocability; Binding Effect.



 


The
Purchaser hereby acknowledges
and agrees that
the Subscription hereunder
is irrevocable, that the
Purchaser is not
entitled to cancel, terminate
or revoke this
Subscription. Agreement or
any agreements of the
undersigned thereunder and
that this Subscription
Agreement and such
other agreements shall
survive the death or
disability of the
Purchaser and shall
be binding upon and
inure to the
benefit of the parties and their heirs,
executors, administrators, successors,
legal representatives and
assigns. If the
Purchaser is more than one person,
the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, legal representatives
and assigns.


 






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		9.	Modification.



 


Neither this
Subscription Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in
writing signed by the party against whom any such waiver, modification, discharge or termination is sought.


 


		10.	Notices.



 


Any
notice, demand or
other communication which
any party hereto
may be required,
or may elect, to
give to any
other party hereunder
shall be sufficiently
given if (a)
deposited, postage prepaid,
in a United States
mailbox, stamped registered
or certified mail,
return receipt requested, addressed
to such address
as may be listed on the books of the Company, or (b) delivered personally at such address.


 


		11.	Counterparts.



 


This
Subscription Agreement may
be executed through
the use of
separate signature pages
or in any number
of counterparts, and
each such counterpart
shall, for all
purposes, constitute one
agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.


 


		12.	Entire Agreement.



 


This
Subscription Agreement contains
the entire agreement
of the parties
with respect to
the subject matter hereof and there are no representations, covenants or other
agreements except as stated or referred to herein.


 


		13.	Severability.



 


Each provision
of this Subscription Agreement is intended to be severable from every other provision, and
the invalidity or illegality
of any Portion hereof
shall not affect the validity or
legality of the remainder hereof.


 


		14.	Assignability.



 


This Subscription
Agreement is not
transferable or assignable
by the Purchaser.


 


		15.	Applicable Law.



 


This Subscription
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied to
residents of that State executing contracts
wholly to be performed in that State.


 


		16.	Choice of Jurisdiction.



 


The
parties agree that
any action arising
in connection with
this Subscription Agreement,
or any transaction covered hereby shall be resolved within the State of New
Jersey.


 






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IN WITNESS
THEREOF, the undersigned
exercises and agrees
to be bound
by this Subscription Agreement by executing
the Signature Page attached hereto on the date therein indicated.


 


By
executing this Signature
Page, the undersigned
hereby executes, adopts
and agrees to
all terms, conditions and representations
of this Subscription Agreement and acknowledges all requirements are met by the purchaser to purchase Units in the Company.


 


Number of
Units Subscribed at
$50,000 per Unit:________________________


 


Aggregate Purchase Price:
$ ________________________________


 


	Type of ownership:	Individual
	 	Joint Tenants
	 	Tenants by the Entirety
	 	Tenants in Common
	 	Subscribing as Corporation or Partnership
	 	Other



  


IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature Page this ________________day of _______________________, 2022.


  


	 	 	 
	Exact Name in which Units are	 	Exact Name in which Units are to
	to be Registered	 	be Registered
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	Tax Identification Number:	 	Tax Identification Number
	 	 	 
	 	 	 
	 	 	 
	 	 	 



  






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Additional Optional
Information


 


	 	 	 
	Phone Number	 	Phone Number
	 	 	 
	 	 	 
	E-Mail Address	 	E-Mail Address



 





ACCEPTANCE OF
SUBSCRIPTION


 


DRIVEITAWAY HOLDINGS, INC. hereby
accepts this subscription of
Units. 


  


	DRIVEITAWAY
    HOLDINGS, INC.
	 
	By:	 
	Name:	 
	Title:	 
	 	 
	Date:	 



 






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Exhibit
A to Subscription
Agreement


 


DEFINITION
OF “ACCREDITED INVESTOR”
WITHIN THE MEANING
OF REGULATION D


 


An accredited
investor means any person who comes within any of the following categories, or whom the Company reasonably believes comes within
any of the following categories, at the time of the sale of the Shares to that person:


 


·    any
bank as defined in Section 3(a)(2)
of the Securities Act or any savings and loan association or other institution
as defined in Section 3(a)(5)(A) of
the Securities Act whether acting in
its individual or fiduciary capacity;
any broker dealer registered pursuant to Section
15 of the Exchange Act; any insurance
company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment
Company Act of
1940 or a
business development company
as defined in
Section 2(a)(48) of
that act; any Small Business Investment Company licensed by the U.S., Small Business Administration under Section 301 (c)
or (d) of the Small Business Investment Act of 1958; any plan established and maintained by
a state, its political subdivisions, or
any agency or instrumentality
of a state or its political subdivisions, for the
benefit of its employees, if such
plan has total assets in excess
of $5,000,000; any employee benefit
plan within
the meaning
of the
Employee Retirement
Income Security
Act of 1974,
if the
investment decision is made by a
plan fiduciary, as
defined in Section
3(21) of such
act, which is either
a bank, savings
and loan association, insurance company, or registered investment adviser, or
if the employee benefit plan has total assets in
excess of $5,000,000, or,
if a self-directed
plan, with investment decisions
made solely by
persons that are accredited investors;


 


·    any
private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;


 


·    any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts
or similar business trust,
or partnership, not
formed for the
specific purpose of
acquiring the securities offered, with total assets in excess of $5,000,000;


 


		·	any of the
directors or executive
officers of the
Company;



 


·    any
natural person whose individual net worth, or
joint net worth with that person’s spouse, at the time of investment in
the Common Stock, exceeds $1,000,000;


 


·    any
natural person who
had an individual
income in excess
of $200,000 in
each of the
two most recent years or joint
income with that person’s spouse in excess of $300,000
in each of those years
and has a reasonable expectation of reaching that same income level in the
current year;


 


·    any
trust with total
assets in excess
of $5,000,000, not
formed for the
specific purpose of acquiring the
Common Stock, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or


 


		·	any entity in
which all of
the equity owners
are accredited investors.



 






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Exhibit
B 


 


OFFERING SUMMARY TERM SHEET


 


	Issuer:
    	DriveItAway
                                                                      Holdings, Inc. (the “Company”).

        Current
        Ticker Symbol: DWAY (OTCQB).

         

	Issue:	$200,000 of
                                                          Convertible Notes (the “Notes”) and warrants (the
                                                          “Warrants”) to purchase up to 100,000 shares of common
                                                          stock of the Company (“Common Stock”).

         

	Investors:
    	Accredited
                                                          Investors

         

	Units:
    	4
                                                          Units consisting of a $50,000 Note and a Warrant as described below
                                                          shall be sold until the $200,000 is sold. The Company may accept partial
                                                          Units in its sole discretion.

         

         

	Warrants:
    	Each
                                                          $50,000 Unit shall consist of a five-year Warrant (the “Warrant”) to
                                                          purchase up to 25,000 shares of Common Stock at a price of
                                                          $.30 per share (the “Shares”).

         

         

	Conversion
    Price: 	The
                                                          Conversion Price for each Note shall be equal to $.20 per share subject
                                                          to standard adjustments (the “Conversion Price”).

         

        The
        Noteholders may elect to convert the Notes into Common Stock of the Company at the Conversion Price at any time following
        the issuance.

         

	Interest:
    	The
                                                          interest shall be at the annual rate of 15%, payable, in cash,
                                                          monthly commencing after a 90-day grace period from closing, with the
                                                          first 90-day interest amount paid at maturity.

         

	Maturity:

         

        Security:
        
	Any
                                                          unconverted Notes outstanding on the second anniversary of its issuance
                                                          will be redeemed in cash equal to the face amount of the Notes plus
                                                          all accrued Interest and any other amounts due.

         

        The
        Notes will be secured by a first lien on the vehicles purchased by the Company with the net proceeds of this Offering.
        Each Noteholder’s security interest will be held by them on a pro rata basis determined by the amount of their Note.
        The Noteholders may appoint a representative with respect to their security interests.

         

	Rule
    144: 	So
                                                          long as any of the Notes, Shares or Warrants are outstanding,

        

        the
        Company must timely file and remain current in its periodic filings with the SEC and must fully cooperate with Investors’
        requests for information including but not limited to the procuring of a legal opinion for the sale of any shares received
        from the Notes or Warrants pursuant to Rule 144.

         

	Redemption


        Rights:
        
	The
Company may redeem any unconverted Notes in cash at any

        time
        after issuance, at a 10 % premium to the face amount of such Notes.

         

	 Use
    of Proceeds:	The
                                                          Company will use the aggregate net proceeds to acquire 5 electric vehicles
                                                          if all the Units are sold in this offering (on a pro rata basis for
                                                          amounts less than all) and general corporate purposes.

         

	Registration
    Rights:	The
    holders of the Notes and Warrants shall be entitled to piggyback registration rights whereby the shares of Common Stock underlying
    such securities will be registered on any Registration Statement which is filed after the issuance of such Notes and Warrants.
    


 






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EXHIBIT C


 


WIRE
INSTRUCTIONS


 


Account Holder Address


Patrizio & O’Leary LLP


300 Carnegie
Center, Suite 150

Princeton, NJ 08540


  


PNC BANK:                      Bank ID: 060


 


ABA NUMBER:                031207607


 


 ACCOUNT NAME:         Patrizio & O’Leary
LLP 


                                             Attorney Trust Account 


 


ACCOUNT NUMBER:    8136187691


 


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