OTC: DWAY

Agreement and Plan of Share Exchange

On December 7, 2021, the Company
(f/k/a Creative Learning Corporation), DriveItAway, Inc., a Delaware corporation (“DIA”), and the existing shareholders
of DIA executed an Agreement and Plan of Share Exchange, under which the Company would acquire all of the issued and outstanding common
stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company
for each outstanding share of DIA common stock (the “Share Exchange”). As a result of the Share Exchange, DIA
will become a wholly-owned subsidiary of the Company.

Each share of Series A Preferred
will be convertible into that number of shares of common stock of the Company which would entitle the Series A Preferred holders to 85%
of the Company’s common stock, determined on a fully-diluted basis. The exact conversion rate of the Series A Preferred will be
determined at closing of the Share Exchange. In addition, each share of Series A Preferred will be entitled to dividends and voting rights
on an “as converted” basis with the common stockholders.

Closing on Share Exchange

On February 24, 2022, closing
of the Share Exchange occurred. Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, which
entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred, determined
on a fully-diluted basis. In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted”
basis with the common stockholders.

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Upon closing of the Share Exchange,
all of the existing members of the board of directors (the “Board”) of the Company resigned, except that Rod Whiton’s
resignation will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. John
Possumato, and Adam Potash were appointed to the Company’s Board, provided that the appointments of Messrs. Potash and Patrizio
will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. Upon closing of
the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato was appointed chief executive officer and
Adam Potash was appointed chief operating officer. Mike Elkin agreed to remain as chief financial officer of the Company.

Sale Agreement with StroomX, LLC

On December 7, 2021, the Company
entered into a Sale Agreement with StroomX, LLC (the “Purchaser”), under which the Company agreed to sell all of the
Company’s subsidiaries (the “Learning Subsidiaries”) involved in its learning business (the “Learning
Business”), as well as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser.
In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning Business, and to indemnify and hold the Company
harmless from any such liabilities. The Purchaser is controlled by Christopher Rego, the Company’s current chief executive officer.
Closing of the sale will occur after the closing of the Share Exchange.

The sale of the Learning Business
closed on March 18, 2022. As consideration for the purchase of the Learning Business, the parties agreed to offset $50,000 in severance
due to Christopher Rego as part payment of the purchase price. The remainder of the purchase price was paid by a joint note executed by
the Purchaser and Mr. Rego in the principal amount of $100,000, which is payable in full on April 20, 2022 without interest. Alternatively,
the parties agreed that the promissory note may be satisfied in full by the delivery to the Company by the maturity date of the note of
all shares of common stock owned by Mr. Rego and his spouse in the Company, provided that the number of shares is not less than 500,000.
In the event the note is not paid in full by its maturity date, either in cash or shares, the note shall bear interest at 15% per annum
until it is paid in full. 500,000 shares were returned to the transfer agent and cancelled as of May 12, 2022.

Series A Preferred Stock

February 24, 2022, the Company’s
Board approved an amendment to its certificate of incorporation to designate a new series of preferred stock, which is known as the Series
A Convertible Preferred Stock. Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, which
entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred, determined
on a fully-diluted basis, but prior to any shares issued or issuable as a result of the Financing (as defined below). In addition, each
share of Series A Preferred is entitled to dividends and voting rights on an “as converted” basis with the common stockholders.

On April 20, 2022, holders of
2,464,784 shares of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of
83,678,702 shares of common stock. On the same date, the board of directors approved a resolution to exercise the Company’s right
to mandatorily convert the remaining 129,809 shares of Series A Preferred into common stock, which resulted in the issuance of an additional
4,406,979 shares of common stock.

Names Change and Capital Structure

On April 18, 2022, the Company
filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from Creative Learning
Corporation to DriveItAway Holdings, Inc. and to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000.

Our Business

We have developed a consumer-facing app and Web-based platform that allows
any automotive retailer the ability to provide a subscription to ownership “flexible-lease” model for any consumer, regardless
of down payment or credit history, or for those who just do not want to make an immediate long term financial commitment, in an easy,
transparent, and risk-free way for both the consumer and the retailer.

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Under our “Drive Now, Decide Later” mantra, any consumer, regardless
of credit, can go on our app, select a vehicle, sign for and pick it up, once approved, and have the subscription deal consummated in
a matter of minutes. Unlike a vehicle sale or lease, a candidate that passes our detailed screening can be driving without making any
long-term financial commitment, for as long as he/she wants, in the vehicle of choice. While there is really no such thing as “digital
retailing” for the sale or lease of a vehicle in the U.S. today, as all states require actual “wet ink” signatures for
documents either sent to the buyer or signed at a dealership, documents for a rental or subscription can all be legally signed digitally,
so this process is quick, easy and can all be consummated in our app – with the vehicle delivered to the candidate. We are true
digital retailing for the automotive industry.

Unlike rental car companies, or even subscription companies available to
US and Canadian consumers today, a DriveItAway vehicle subscription program is differentiated with one vital element, all of our drivers
are given the option to buy the vehicle they are subscribing to, with the portion of the money they are paying in as rental fees “writing
down” the purchase price, should they choose to buy. All drivers have the right, but not the obligation, to buy at any time, and
get the benefit of his or her specific vehicle’s reduced purchase price created by the payments they have made for vehicle usage.

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Just as Divvy Homes has revolutionized the rent-to-own market for houses
during these cash-strained times, DriveItAway seeks to revolutionize how both new and used vehicles are sold, where a purchase transaction
starts in a commitment-free rental or subscription.

While we think this easy, transparent, and turnkey type of “Drive
Now, Decide Later” subscription appeals to all potential vehicle buyers and will grow dramatically as the entire car market makes
the transition to EV vehicles and we gain more visibility as an alternative in the marketplace, right now the “low hanging fruit”
is indeed the subprime and deep subprime consumer, whose alternatives are limited to the bad choices outlined above.

We use a technology partner to extensively screen our applicants through
a digital process for background and identity, driving history and insurance risk, income verification, etc., but we do not require any
threshold credit score. As long as an applicant has a clean driving record and adequate income, etc., he/she can qualify for one of our
vehicles. In the current environment, the average new vehicle is selling for approximately $47,000 dollars while the average used vehicle
is selling for approximately $28,000 with an average six-year payment of over $716. Our average vehicle usage/rental fees are priced a
little higher (between $150-225 a week, not counting insurance) on a subscription, but our driver is writing down the ultimate purchase
price with his/her usage payments while driving, and most all are working towards a buyout – when the amount written down is low
enough that he/she can successfully finance the purchase. As our mission is defined, we get our credit-challenged customers off of the
“gerbil wheel” of never-ending payments, and out of vehicles that break down before the payments are finished.

In general, as banks and finance organizations are tightening up credit
policies and increasing down payment requirements, particularly for subprime and deep subprime buyers as auto loan delinquencies increase,
while vehicles have become higher in price relative to income, we see vehicle subscriptions at the same trajectory of growth today as
consumer vehicle leasing was 25-30 years ago: a small percentage of “sales” now, but high growth in the years to come. We
see our unique flexible lease to ownership model as the best subscription program for all consumers, as it offers the best of both the
“walk away” ability of a turnkey monthly rental, but with the advantage of benefiting from the monthly usage payment reduction,
should the driver choose to buy.

DriveItAway works with franchise and larger independent dealers (not with
Buy Here/Pay Here stores), for purchasing and servicing customers, allowing a national footprint, without an investment in “bricks
and mortar.”

The company achieved a milestone in 2025, a major partnership with Free2move,
the international mobility division of Stellantis, the fifth largest vehicle manufacturer in the world. For vehicle subscriptions, all
Free2move technology, sales, and process is now “Free2move Powered by DriveItaway,” where all subscription flexible lease
transactions are financed by Free2move, but are conducted and operated by DriveItAway. A testament to the DriveItAway technology platform,
it is available in two IOS or Android app listings, both DriveItAway and the Free2move Flexible Lease app.

How We Work

Without the technology available in recent years, it would not be possible
for DriveItAway to exist. Many years ago, when the Buy Here/Pay Here market first developed it was necessary for those dealers to maintain
30/40% net profit margins, as typically a third of their vehicles ended up being repossessed, and, by the time the dealer actually received
the vehicle back, it was in such bad repair it was worth next to nothing.

Today, with embedded app based technology, we can greatly reduce most of
the risks, identify those problems that do occur quickly, and mitigate losses, so that we can maintain a high per-unit profit margin and
still price very competitively as compared to other choices our retail customers might have, allowing for a good profit margin for ourselves
and dealers that use us as a subscription/micro-lease platform. Note: most franchise dealers would like the extra profit and business
deep subprime candidates represent (they have been, typically the most loyal and highest profit margin sector of vehicle buyers), particularly
now when many “near prime” buyers are rapidly being reclassified as subprime, but do not want to deal with the typical problems
a “Buy Here/Pay Here” operation represents, nor do they want to operate that type of “victimizing” enterprise.

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First, our all in-app subscription process is not only quicker and much
more transparent to our end user drivers, but it is also much easier to administer and maintain from an operational perspective. DriveItAway
uses a third-party screening service to review an applicant’s identity and background, his/her driving history and insurance risk,
income verification and employment, and credit tier. While we do not require any particular credit score, we do require a ratio of income
to payment coverage for all renters, a clean driving history, and other criteria to mitigate risk. This automated screening process runs
in the app with an API and is completed within minutes.

Once a candidate qualifies for the vehicle selected, we collect a security
deposit commensurate with the payment and value of the vehicle, and all drivers pay in advance by credit card or ACH inside the app. Before
such technologies existed, in the old days of “Buy Here/Pay Here” the payment process was (and still is in many of these small
stores), literally done in person on a weekly basis – obviously, there is a lot of collection friction in a manual process.

One major key to what we do is the placement of advanced telematics on
every vehicle we offer for subscription. All drivers in our subscription contract are informed and agree to have a live-time telematics
device in each vehicle along with an ignition starter cut-off switch, which is tied back into our payment platform. With this, DriveItAway
can monitor vehicle location, and driving pattern (speed versus speed limit, hard braking, etc.) and can set up a “red flag”
monitor to identify unsafe driving. Unsafe driving is not tolerated and will result in a warning and possible vehicle return. In addition,
the ignition starter cut-off switch automatically kills the start-up of the vehicle, if an advance payment is overdue (note: it does not
in any way stop the vehicle while driving, but once the vehicle is shut off, it simply cannot be restarted, unless we “turn it back
on”). This is not seen so much as a penalty, but a very explicit reminder that our driver must pay for the vehicle. Through our
AI chat and automated system, a person can simply say when and what amount of payment they are prepared to make, and the vehicle will
turn on, even if the payment commitment is in the future (we do not want to strand anyone or cause undue hardship). However, repeated
late payments can result in a vehicle requiring a return.

One note, our entire program is focused on keeping our subscribers who
want to buy “on the rails” and that is made clear at inception. We work with our subscribers to help each achieve their goal
of vehicle ownership. We counsel all of our subscribers that, indeed, one of the benefits of being in a weekly/monthly subscription is
the fact that no long-term commitment is made, so if his/her financial situation changes and the vehicle is no longer affordable, simply
turn it in (each is paying in advance), and preserve the ability to come back for a new vehicle in the future.

Very clearly, without technology and integrations available in the last
few years, a flexible lease to ownership platform such as DriveItAway could not exist. The fact that it does now, and we are introducing
it into the market, enables us to achieve our mission to rationalize the one area of the automotive industry that has yet to become efficient
and is filled with high-margin friction, the subprime and deep subprime Buy Here/Pay Here marketplace.

The EV Landscape

The DriveItAway program is uniquely designed to help alleviate the two
biggest impediments to a mainstream or subprime EV sale, the higher cost (spread out over as long a period of time as required for our
subscriber), and the “suitability” or anxiety of plunging into an EV sale.

While the future of federal EV new and used incentives is uncertain, what
is clear is that the transition from internal combustion to electric vehicles will continue, but at a slower pace, and stimulated by new
ways of ownership, one of which, we believe, will be the DriveItAway flexible lease program.

Also, during the past year used EV values continue to drop at a record
pace, setting the stage for the DriveItAway platform to provide a turnkey profitable “safety valve” for a dealer’s used
EV inventory creating income and sales. It is expected that in the coming quarters DriveItAway will also be able to leverage this dramatic
drop in EV resale value by acting as principal in financing its own fleet of used EV vehicles and offering them at very affordable rates
to its end user customers.

Getting EVs in mainstream consumer hands in a beneficial, profitable way
for all constituencies, “EVs for Everyone,” is another problem that we solve.

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Key Industry Tailwinds and Foundation for Future Growth

The year 2025 marked a dramatic shift in the automotive retail market,
back to more “normal” conditions. Car dealers once again found themselves with an oversupply of vehicles, just as interest
rates moved up to the highest level in decades, driving “floor plan” carrying costs much higher. At the same time, the average
new and used vehicle sales prices did not come down significantly from historic highs of prior years, and finance institutions tightened
credit and required higher down payment amounts, as delinquencies rose substantially. This has squeezed more and more “subprime”
and “deep subprime” credit buyers out of the traditional market, leaving, again, few good personal vehicle purchase alternatives.

Some 2025 industry developments –

●Young
Buyers Locked Out – 18-34 year olds are buying fewer new cars than at any point in
history. According to Deloitte’s 2025 Global Automotive Consumer Study, 44% of young
adults would strongly consider a vehicle subscription to replace traditional purchase or
lease options.

●Record
Unaffordability – Q2 2025 saw car buyers average loan payments break records, with
19% having monthly payments of $1,000 or more, while loan terms hit new highs with 22% extending
beyond 84 months (Edmunds).

●Rising
Delinquencies – Q2 witnessed the proportion of consumers 60 days late on car loans
rise to 1.4% - an all-time record according to TransUnion, signaling growing financial stress
among buyers.

Highlights of the accomplishments of DriveItAway 2025 –

February 2025 2024 – DriveItAway announced a credit
line guarantee of $4 million from fleet and mobility technology leader Menachem Light, the Co-Founder of Voyager Global Mobility an international
mobility provider with its subsidiaries Buggy TLC (US), FastTrack Leasing TLC (US) and Mi Nave (Mexico). The Company also announced that
Menachem Light became Chair of DriveItAway Holdings newly created Board of Advisors, which will take an active role in scaling rapid growth.

April 2025 – DriveItAway announced a partnership with Fleet-Connection
to offer its flexible lease alternative to commercial fleet customers with its new “DriveItAway Business Preferred” program,
targeted to the approximately 12-15 million small locally-owned businesses that have an immediate nees for an SUV, truck or van, but do
not want to make a long-term financial commitment for a vehicle or fleet of vehicles, or lack the cash or credit tor a traditional finance
or lease.

July 2025 – DriveItAway and Stellantis mobility division
Free2move (Stellantis is the 5th largest vehicle manufacturer in the world with the Chrysler, Jeep, Dodge, Ram, Fiat, Alfa
Romeo, Maserati, and Peugeot brands and many more)launch a national partnership to revolutionize vehicle access and supercharge dealer
profitability. In an unprecedented event in this automotive sector, Free2move joined forces with DriveItAway, labelled “Free2move
Powered by DriveItAway,” enabling all franchise dealers to offer consumers flexible lease-to-own programs with no credit checks,
no down payments, and no long-term commitments, launching a national initiative to transform dealerships into next-generation mobility
hubs.

September 2025 – DriveItAway announced that leasing industry
icon Mitch Fadel, former CEO of the Upbound Group (NASDAQ: UPBD) and Rent-A-Center, joined the DriveItAway Holdings Board of Advisors.
During his leadership at Upbound Group and Rent-A-Center (the predecessor company of the Upbound Group), Fadel accelerated growth, expanded
internationally, created new retail partner divisions, built the world’s largest “virtual” lease-to-own company, completed
$2B in acquisitions, and ultimately drove tremendous shareholder value, and will now focus on helping DriveItAway scale in vehicle lease
to own.

November 2025 – DriveItAway announced that automotive retail
and investment banking leader James “JT” Taylor joined the DriveItAway Holdings Board of Advisors. Currently Managing Partner
and Chair of the Investment Committee of Accrual Equity Partners, Taylor brings four decades of leadership spanning automotive retail,
OEM strategy and investment banking, with executive and investment banking roles at Truist Securities, The Presidio Group, Toyota, Lexus
and other automotive retail institutions.

December 2025 – DriveItAway and Free2move announced that
together they launched 9 new cities in rapid expansion across the nation – newly opened cities include: Miami, Fort Lauderdale,
Orlando, Tampa, Key West, Minneapolis/St. Paul, Denver, St. Louis and Los Angeles.

Long-Term Growth Strategy

As macro developments of oversupply and affordability
continue to create the automotive retail environment problems that the DriveItAway technology and platform was created to solve, and after
creating the foundational relationships and technologies to scale, we look forward to further rapid growth and achievements in 2025.

The Company has a number of goals to further growth and be ready to leverage
what we see will be a massive waive towards alternative ways to drive and then buy new and used vehicles, particularly by younger buyers
in the 18-34 age range, who need transportation but lack the cash, credit, or even desire to immediately make a long term financial commitment
to own one.

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First, we want to continue to strengthen our relationship with Free2move,
to continue our national visibility and expansion. The larger the footprint, the more we can leverage our national affinity relationships
with our national “demand” partners, Partners Personnel, AllShifts, and other large institutions with which we are in talks
for referral relationships. With the additional nine cities added in December 2025, DriveItAway now operates in 15 cities across the US,
and we look to add at least another 8 more in the first quarter of 2026.

Second, we want to partner with dealers to market our program. As the macro
environment for vehicles (affordability, lack of availability of credit, growing delancqaucies and repossession) continues to create a
problem for many, it is vital that we create visibility to our solution. We are currently in pilots with two dealer groups, one on each
cost, to co-op dollars integrated in their own dealership marketing program, to shine light on the DriveItAway flexible lease solution.
Combined with our national partnership programs, this “showroom” exposure will create local interest and leverage word of
mouth business, leveraging each new vehicle delivered.

Third, as we accomplished our 2025 goal of recruiting an amazingly accomplished
and talented Board of Advisors, which represent experience and success in vehicle rental and fleet, retail, and subprime lease to own,
we will work with them to scale sales rapidly, continue to make strong and deep industry alliances, and to work towards our goal of a
NASDAQ listing someday in the future. We will work with our Board of Advisors to guide longer-term strategy and growth, to fully leverage
the massive opportunity we see before us.

Employees

As of September 30, 2025, we
have 0 employees and 7 independent contractors. Some of our executive officers and directors are engaged in outside business activities
that we do not believe conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors
to execute various projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors,
if and when appropriate.

Corporate Information

Our principal executive office
is located at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104. Our telephone number is (856) 577-2763. Our website is www.driveitaway.com.
Our website’s information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we
make with the SEC.

Available Information

Copies of our Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the
SEC will be available free of charge by sending a written request to our corporate headquarters. Additionally, the documents we file with
the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC maintains
a website that contains reports, proxy and information statements and other information regarding registrants that file electronically
with the SEC. The SEC’s website is www.sec.gov.

We maintain a corporate website
at www.driveitaway.com. You will be able to access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports, proxy statements and other information to be filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material will be electronically
filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this Annual
Report.

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