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.


 


COMMON
STOCK PURCHASE WARRANT




 DRIVEITAWAY
HOLDINGS, INC.


 


Warrant
Shares: XXXX


 


Date
of Issuance: November 15,
2022 (“Issuance Date”)


 


This COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of
the secured promissory note to the Holder (as
defined below) of
even date) (the
“Note”), XXXXXXXX (including any permitted and registered
assigns, the “Holder”), 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 date of issuance hereof, to purchase from DriveItAway Holdings, Inc.,
a Delaware corporation
(the “Company”), up
to XXXXX shares of
Common Stock (as defined below) (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 date
hereof in connection
with that certain subscription agreement
dated November 9, 2022, by and among the Company and the Holder (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
$0.30, 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.


 






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(c)           Holder’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.


 


2.ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 






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(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).


 






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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. 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.


 






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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 Holder to a third
party, in whole or in part, without the need to obtain the Company’s consent thereto.


 






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(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.


 






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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 Delaware 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 Jersey or
in the federal
courts located in
the State of
New Jersey. 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 HOLDER 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 www.Nasdaq.com.



 


(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.


 






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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.


 


* * * * * * *


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 





	 	DRIVEITAWAY
HOLDINGS, INC.

	 	By:	 
	 	 	John F. Possumato, CEO



 






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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. 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:	 	 	 
	 	 	 	 
	 	 	 	(Print Name of Registered Holder)
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	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 untothe
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:	 	 	 
	 	 	 	 
	 	 	 	(Signature) *
	 	 	 	 
	 	 	 	(Name)
	 	 	 	 
	 	 	 	(Address)
	 	 	 	 
	 	 	 	(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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