EXHIBIT 10.1 AGREEMENT TO EXCHANGE SECURITIES BETWEEN BFK FRANCHISE COMPANY, LLC AND B2 HEALTH, INC. INDEXAgreement • July 30th, 2010 • B2 Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2022 • Driveitaway Holdings, Inc. • Services-educational services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 24, 2022 (the “Effective Date”), by and between CREATIVE LEARNING CORPORATION, a Delaware corporation, with headquarters located at 14 Kings Highway, Haddonfield, NJ 08033 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT DRIVEITAWAY HOLDINGS, INC.Common Stock Purchase Warrant • July 7th, 2022 • Driveitaway Holdings, Inc. • Services-educational services • Delaware
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”), XXXXXXX (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 XXXX 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 May 16, 2022, by and among the Company and the Holder (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT DRIVEITAWAY HOLDINGS, INC.Common Stock Purchase Warrant • November 21st, 2022 • Driveitaway Holdings, Inc. • Services-educational services • Delaware
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”).
SECURITY AGREEMENTSecurity Agreement • September 11th, 2007 • B2 Health, Inc. • Colorado
THIS SECURITY AGREEMENT is entered into effective as of the 3rd day of April, 2007 (the “Effective Date”) between B2 Health, Inc., a Delaware corporation (“Debtor”) and John R. Overturf, Jr., (the “Secured Party”).
ContractDriveitaway Holdings, Inc. • November 21st, 2022 • Services-educational services • New Jersey
THIS NOTE AND THE SHARES OF COMMON STOCK OF DRIVEITAWAY HOLDINGS, INC. ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT) AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT DRIVEITAWAY HOLDINGS, INC.Driveitaway Holdings, Inc. • February 16th, 2023 • Services-educational services • Wyoming
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”).
SECURITY AGREEMENTSecurity Agreement • November 21st, 2022 • Driveitaway Holdings, Inc. • Services-educational services • New Jersey
THIS SECURITY AGREEMENT (“Agreement”) is made as of this 15th day of November 2022, by and between DriveItAway, Inc., a Delaware company having its principal office at 14 Kings Highway, Haddonfield, New Jersey 08033 (the “Debtor”), and XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (collectively, the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2017 • CREATIVE LEARNING Corp • Services-educational services • Florida
THIS AGREEMENT is made as of the 13th day of May, 2017 between CREATIVE LEARNING CORPORATION ("Company") and KARLA KRETSCH ("Executive").
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2022 • Driveitaway Holdings, Inc. • Services-educational services • Delaware
DRIVEITAWAY HOLDINGS, INC. PIGGYBACK REGISTRATION RIGHTS AGREEMENT November 15, 2022Piggyback Registration Rights Agreement • November 21st, 2022 • Driveitaway Holdings, Inc. • Services-educational services • California
This Piggyback Registration Rights Agreement (“Agreement”) is made and entered into as of November 15, 2022, by and among DriveItAway Holdings, Inc., a Delaware corporation (“Company”) and the holders of the Company’s securities entitling them to convert or exercise for shares of the Company’s common stock (“Common Stock”) listed on Exhibit A hereto. The holders of these securities will be referred to herein as ”Common Shareholders” and each individually as a ”Common Shareholder.”
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2023 • Driveitaway Holdings, Inc. • Services-educational services
This SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of February 10, 2023 (the “Effective Date”), by and between DRIVEITAWAY HOLDINGS, INC. (f/k/a Creative Learning Corporation), a Delaware corporation, with headquarters located at 3401 Market Street, Suite 200/201, Philadelphia, PA 19104 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2016 • CREATIVE LEARNING Corp • Services-educational services • Delaware
Indemnification Agreement, dated as of _____________, between Creative Learning Corporation, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2022 • Driveitaway Holdings, Inc. • Services-educational services
This FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 31, 2022 (the “Effective Date”), by and between DRIVEITAWAY HOLDINGS, INC. (f/k/a Creative Learning Corporation), a Delaware corporation, with headquarters located at 3401 Market Street, Suite 200/201, Philadelphia, PA 19104 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2023 • Driveitaway Holdings, Inc. • Services-educational services • Delaware
REDEMPTION AGREEMENTRedemption Agreement • September 11th, 2007 • B2 Health, Inc. • Colorado
THIS REDEMPTION AGREEMENT (the "Agreement") is entered into effective as of the ____ day of September, 2006 (the "Closing Date"), by and between B2 HEALTH, INC., a Delaware corporation, ("B2"), and TRIUMPH CAPITAL, INC., a Colorado corporation,("Triumph").
ContractCREATIVE LEARNING Corp • December 14th, 2021 • Services-educational services
Creative Learning Corporation Enters Into Share Exchange Agreement to Acquire DriveItAway, Inc., Forming Wholly Owned Subsidiary; DriveItAway to Become the Operating Business Led by DriveItAway Management Team.
AGREEMENT AND PLAN FOR SHARE EXCHANGEAgreement and Plan for Share Exchange • December 14th, 2021 • CREATIVE LEARNING Corp • Services-educational services • New York
Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns; provided that no Party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other Parties.
Master Software Development Agreement Software Development AgreementSoftware Development Agreement • December 30th, 2020 • CREATIVE LEARNING Corp • Services-educational services • California
This Software Development Agreement is made on March 1oth, 2020 (the “Effective Date”) between Teknowland Inc., a California corporation with its principal place of business located at 1551 McCarthy Blvd, Milpitas, CA 95035 (the “Developer”), and Creative Learning Corporation, a Delaware corporation with its principal place of business located at P.O. BOX 3402, Boise, ID 83711 (the “Customer”).
SALE AGREEMENTSale Agreement • December 14th, 2021 • CREATIVE LEARNING Corp • Services-educational services • Florida
THIS SALE AGREEMENT (this “Agreement”) is executed this 7th day of December 2021, by and between Creative Learning Corporation, a Delaware corporation (“Seller”) and StroomX, LLC, a Delaware limited liability company (“Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2019 • CREATIVE LEARNING Corp • Services-educational services • Delaware
INDEMNIFICATION AGREEMENT dated as of ___________, 2019 (this “Agreement”), between Creative Learning Corporation, a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
TERMINATION AGREEMENTTermination Agreement • January 22nd, 2010 • B2 Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS TERMINATION AGREEMENT is made and entered into this 19th day of January, 2010, by and between B2 Health, Inc. (“B2”) and DMI Life Sciences, Inc. (“DMI”).
February 10, 2023Driveitaway Holdings, Inc. • February 16th, 2023 • Services-educational services
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2022 • CREATIVE LEARNING Corp • Services-educational services • Delaware
INDEMNIFICATION AGREEMENT dated as of ___________, 2021 (this “Agreement”), between Creative Learning Corporation, a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2019 • CREATIVE LEARNING Corp • Services-educational services • Idaho
THIS AGREEMENT is made as of the1st day of October, 2019 between Creative Learning Corporation, ("Company") and Robert Boyd (“Employee").
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2019 • CREATIVE LEARNING Corp • Services-educational services • Idaho
THIS AGREEMENT is made as of the 1st day of October 2019 between CREATIVE LEARNING CORPORATION ("Company") and Bart Mitchell (“Executive").
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • February 16th, 2023 • Driveitaway Holdings, Inc. • Services-educational services
This FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 10, 2023 (the “Effective Date”), by and between DRIVEITAWAY HOLDINGS, INC. (f/k/a Creative Learning Corporation), a Delaware corporation, with headquarters located at 3401 Market Street, Suite 200/201, Philadelphia, PA 19104 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
Settlement AgreementSettlement Agreement • February 7th, 2020 • CREATIVE LEARNING Corp • Services-educational services • Delaware
This Settlement Agreement (“Agreement”) is entered into this 5th day of February, 2020 (the “Effective Date”), by and between Creative Learning Corporation (“CLC” or the “Company”), Bart Mitchell, Gary Herman, JoyAnn Kenny-Charlton on the one hand and Christopher Rego (“Rego”) and Rod Whiton (“Whiton”) (collectively, “Rego/Whiton”) and John Simento and R. Gary Zell, II on the other hand.
INVESTOR SUBSCRIPTION AGREEMENT FOR B2 HEALTH, INC.Investor Subscription Agreement • September 11th, 2007 • B2 Health, Inc.
Persons interested in purchasing shares ("Shares") of Common Stock of B2 Health, Inc., a Delaware corporation (the "Company") must complete, execute, and deliver this Subscription Agreement (the "Agreement") along with their check made payable to “B2 Health, Inc. Escrow Account, Corporate Stock Transfer, Inc., Escrow Agent” to:
Nondisclosure AgreementNondisclosure Agreement • September 11th, 2007 • B2 Health, Inc. • Colorado
This agreement (“Agreement”) is entered into and effective as of 6th day of February, 2007, between Precision Metal Manufacturing, Inc (a Colorado Corporation) located at 12555 West 52nd Avenue, Arvada, Colorado 80002 and Back 2 Health, Ltd. located at 5373 North Union Bvld., Colorado Springs, Colorado 80918 (hereinafter collectively referred to as “the Parties”).
COMMON STOCK PURCHASE WARRANT DRIVEITAWAY HOLDINGS, INC.Common Stock Purchase Warrant • March 7th, 2023 • Driveitaway Holdings, Inc. • Services-educational services • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the 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 January 13, 2023, by and among the Company and the Holder (the “Purchase Agreement”).
CREDIT AGREEMENTCredit Agreement • September 11th, 2007 • B2 Health, Inc. • Colorado
THIS CREDIT AGREEMENT (the "Agreement") is made effective as of April 3, 2007, between B2 HEALTH, INC., a Delaware corporation ("Borrower"); and JOHN R. OVERTURF, JR., ("Lender").
Development and Manufacturing AgreementDevelopment and Manufacturing Agreement • September 11th, 2007 • B2 Health, Inc. • Colorado
This development and manufacturing Agreement is entered into as of February 20, 2007 by and between Technology Driven Products, Inc., a Colorado corporation (“TDP”) and Back 2 Health Ltd., a Colorado corporation (“Back 2 Health”).
FUND ESCROW AGREEMENTFund Escrow Agreement • September 11th, 2007 • B2 Health, Inc. • Colorado
THIS FUND ESCROW AGREEMENT is made and entered into this 11th day of September, 2007, by and among B2 HEALTH, INC. (the "Company"), a Delaware corporation; and CORPORATE STOCK TRANSFER, INC., the "Escrow Agent").
CREATIVE LEARNING CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT FOR __________________ AgreementNon-Qualified Stock Option Agreement • May 19th, 2017 • CREATIVE LEARNING Corp • Services-educational services • Delaware
