Exhibit
10.1


 


SETTLEMENT
AGREEMENT AND GENERAL MUTUAL RELEASE


 


This
Settlement Agreement and General Mutual Release (“Agreement”) is entered into effective this 15th day of May, 2020
by and between Crown Bridge Partners, LLC, a New York limited liability company (“Crown”) and Blow & Drive Interlock
Corporation, a Delaware corporation (“BDIC”). Crown and BDIC shall each be referred to as a “Party” and
collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
on March 2, 2020, BDIC closed a transaction with Crown that was the subject of a Securities Purchase Agreement (the “Crown
SPA”) and corresponding Convertible Promissory Note (the “Crown Note”), both dated February 25, 2020. Under
the Crown SPA and the Crown Note, BDIC issued Crown the Crown Note in the principal amount of Fifty Thousand Dollars ($50,000)
in exchange for Forty Three Thousand Two Hundred Fifty Dollars ($43,250), with the remaining going to an original issuance discount
of $5,000 and $1,750 for Crown’s legal counsel for drafting the loan documents. The Crown Note bears interest at Ten Percent
(10%) per annum and matures twelve (12) months from the issue date of the Crown Note;


 


WHEREAS,
connection with the Crown SPA and Crown Note, BDIC issued Crown a warrant to acquire 416,666 shares of its common stock at an
initial exercise price of $0.12 per share, which expires on the fifth anniversary of the warrant (the “Crown Warrant”
and together with the Crown SPA and Crown Note, the “Crown Agreements”);


 


WHEREAS,
the Parties now desire to have BDIC pay Fifty Thousand Dollars ($50,000) to Crown, in exchange for Crown giving up all rights
to any other consideration under the Crown Agreements, with each Party giving the other Party a full, general release for any
all claims related to the Crown Agreements;


 


NOW,
THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, without admitting or denying any
wrongdoing by any Party hereto, the Parties covenant, promise and agree as follows:


 


AGREEMENT


 


1.
In full satisfaction of any and all cash, securities or other consideration BDIC owes Crown under the Crown Agreements, the Parties
agree that BDIC will pay Crown Fifty Thousand Dollars ($50,000) (the “Consideration”) on or before May 18, 2020 (the
“Deadline”). To evidence the full satisfaction of the Crown Note, upon Crown’s receipt of the Consideration
on or before the Deadline, Crown will deliver a signed version of the Notice of Debt Satisfaction attached hereto as Exhibit
A. To evidence the surrender of the Crown Warrant, upon Crown’s receipt of the Consideration on or before the Deadline,
Crown will deliver a signed version of the Surrender of Warrant attached hereto as Exhibit B. Crown acknowledges and agrees
that upon receipt of this signed Agreement and the Consideration on or before the Deadline, Crown will not own any securities
of BDIC, and will not be owed any money or securities from BDIC, as a result of the Crown Agreements.


 


2.
[Intentionally Omitted].


 


3.
In exchange for the Consideration and the Crown Release as defined herein, BDIC agrees to fully release Crown from all obligations
under the Crown Agreements as set forth herein.


 


4.
In exchange for the Consideration and the BDIC Release as defined herein, Crown agrees to fully release BDIC from all obligations
under the Crown Agreements as set forth herein.


 




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5.
Effective with the signing of this Agreement by Crown, BDIC and its respective agents, affiliates, divisions, predecessors, successors
and assigns, hereby release Crown, and each and all of his present and former agents, officers, directors, attorneys, and employees,
from and against any and all claims, agreements, contracts, covenants, representations, obligations, losses, liabilities, demands
and causes of action which it may now or hereafter have or claim to have against Crown under the Crown Agreements (the “BDIC
Release”). This release of claims and defenses shall not alter the prospective duties or representations between the Parties
under this Agreement.


 


6.
Effective with the signing of this Agreement by BDIC, Crown and its respective agents, affiliates, divisions, predecessors, successors
and assigns, hereby release BDIC, and each and all of its present and former agents, officers, directors, attorneys, and employees,
from and against any and all claims, agreements, contracts, covenants, representations, obligations, losses, liabilities, demands
and causes of action which it may now or hereafter have or claim to have against BDIC under the Crown Agreements (the “Crown
Release”). This release of claims and defenses shall not alter the prospective duties or representations between the Parties
under this Agreement.


 


7.
The Parties acknowledge and agree that these releases apply to all claims that they may have against the other Party arising out
of, or pertaining to the Crown Agreements, including, but not limited to, causes of action, injuries, damages, claims for costs
or losses to a Party’s person and property, real or personal, whether those injuries, damages, or losses are known or unknown,
foreseen or unforeseen, or patent or latent. The Parties agree not to file any complaints, causes of action, or grievances with
any governmental, state or county entity against the other Party arising out of, or pertaining to the Crown Agreements. The Parties
acknowledge and agree that the releases do not apply to any claims either Party may have against the other regarding this Agreement.


 


8.
The Parties expressly agree and understand that the above releases will be effective as of the date of the Parties signing this
Agreement, provided that BDIC complies with the terms of this Agreement.


 


9.
Section 1542 Release. It is understood and agreed by both Parties that all rights under an applicable provision similar to Section
1542 of the Civil Code of California, which provides as follows:


 


“A
general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement with the debtor,”


 


are
hereby expressly waived. The Parties acknowledge, agree and understand the consequences of a waiver of Section 1542 of the California
Civil Code, or a like applicable provision, and assume full responsibility for any and all injuries, damages, losses or liabilities
that may hereinafter arise out of or be related to matters released hereunder. The Parties understand and acknowledge that the
significance and consequence of this waiver of Section 1542 of the Civil Code, or a like applicable provision, is that even if
a Party should eventually suffer additional damages from the Crown Agreements, it will not be permitted to make any claim for
those damages. Furthermore, the Parties acknowledge that they intend these consequences even as to claims for damages that may
exist as of the date of the signing of this Agreement but which the Parties do not know exist, and which, if known, would materially
affect the Party’s decision to execute this Agreement, regardless of whether the Party’s lack of knowledge is the
result of ignorance, oversight, error, negligence, or any other cause. The Parties acknowledge and agree that the releases do
not apply to any claims either Party may have against the other regarding the Settlement or this Agreement.


 


10.
The Parties acknowledge and agree that they will not defame or disparage the services, business, integrity, veracity, or personal
or professional reputation of the other Party or any the other Party’s directors, officers, employees, affiliates, or agents
of any of the foregoing in either a professional or personal manner; provided that the Parties may testify and respond truthfully
to any questions from or on behalf of the themselves or any of its affiliates, or in any legal proceeding, arbitration or governmental
investigation, or in any circumstances in which an answer may be legally compelled.


 




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11.
Each Party acknowledges and represents that, in executing this Agreement, such Party has not relied on any inducements, promises,
or representations made by any Party or any party representing or serving such Party, unless expressly set forth herein.


 


12.
This Agreement pertains to a disputed claim and does not constitute an admission of liability by any Party for any purpose, except
as otherwise provided herein.


 


13.
This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the
Parties to be charged with such modification.


 


14.
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees,
agents, servants, heirs, administrators, executors, successors, representatives and assigns.


 


15.
All notices and other required or permitted communications shall be in writing, and shall be addressed as follows:


 


	If
    to BDIC:	Blow
    & Drive Interlock Corporation
	 	1427
    S. Robertson Blvd.
	 	Los
    Angeles, CA 90035
	 	Attn.
    David Haridim, Chief Executive Officer
	 	E-mail:
    info@blowanddrive.com
		Fax:_______________


 


With
a copy to (which shall not constitute notice):


 


	 	Law
    Offices of Craig V. Butler
	 	300
    Spectrum Center Drive, Ste 300
	 	Irvine,
    CA 92618
	 	Attn.
    Craig V. Butler, Esq.
	 	E-mail:
    cbutler@craigbutlerlaw.com
	 	Fax:
    (949) 209-2545



 


	If
    to Crown:	CROWN
    BRIDGE PARTNERS, LLC
	 	1173a
    2nd Avenue, Suite 126
	 	New
    York, NY 10065
	 	E-mail:
    Info@CrownBridgeCapital.com


 


All
notices shall be given (a) by personal delivery to the party, (b) by facsimile, (c) by e-mail, or (d) by overnight or other express
courier services. All notices shall be effective and shall be deemed given on the date of receipt at the principal address if
received during normal business hours, and, if not received during normal business hours, on the next business day following receipt.
Either Party may change its address by notice to the other Party.


 


16.
In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement,
arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining
to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party’s attorneys’
fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom.


 




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17.
This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the governing laws
under the Crown Agreements including all matters of construction, validity, performance, and enforcement and without giving effect
to the principles of conflict of laws. Venue for any action brought under this Agreement shall be the venue specified in the Crown
Agreements.


 


18.
This Agreement sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements,
arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention,
representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been
made by any party hereto which is not embodied in this Agreement, and no Party hereto shall be bound by or liable for any alleged
understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.


 


19.
Party has had the opportunity to have its legal counsel review this Agreement on its behalf. If an ambiguity or question of law
or intent arises with respect to any provision of this Agreement, the Agreement will be construed as if drafted jointly by the
Parties. The Parties expressly agree that the construction and interpretation of this Agreement shall not be strictly construed
against the drafter.


 


20.
Notwithstanding anything herein to the contrary, this Agreement shall be null and void and of no further or effect if BDIC fails
to pay the Consideration to Crown on or before the Deadline.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above.


 


	“BDIC”
    	 	“Crown”
	 	 	 
	Blow
    & Drive Interlock Corporation, Inc.	 	Crown
    Bridge Partners, LLC
	a
    Delaware corporation	 	a
    New York limited liability company
	 	 	 
	 		 	 	
	By:	David
    Haridim	 	By:	     
	Its:	Chief
    Executive Officer	 	Its:	 


 




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Exhibit
A


 


Notice
of Full Debt Satisfaction


 


Pursuant
to that certain Settlement Agreement and General Mutual Release dated May 15, 2020 (the “Agreement”) by and between
Crown Bridge Partners, LLC, a New York limited liability company (“Crown”) and Blow & Drive Interlock Corporation,
a Delaware corporation (“BDIC”), Crown is surrendering that certain Convertible Promissory Note dated February 25,
2020 issued by BDIC to Crown in the principal amount of $50,000 (the “Note”) in exchange for the Consideration (as
defined in the Agreement). As noted in the Agreement, this Notice of Full Debt Satisfaction is the documentation required by the
Parties to evidence Crown’ surrender of the Note and that Crown considers all amounts due under the Note to be fully-satisfied
upon the closing of the transactions contemplated in the Agreement.


 


By
signing below, at the closing of the Agreement (as defined in the Agreement) Crown irrevocably extinguishes all amounts owed to
it from BDIC under the Note, and such amount shall be deemed to be paid and satisfied in full, in exchange for the consideration
owed to Crown under the Consideration.


 


Crown
Bridge Partners, LLC, a Delaware limited liability company


 


Signature: ___________________________________________________


 


Print
Name: _________________________________________________


 


Title: ______________________________________________________


 


Address: __________________________________________________


 


__________________________________________________


 




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Exhibit
B


 


Surrender
of Warrant


 


FOR
VALUE RECEIVED, the undersigned does hereby cancel any rights to warrants to acquire 416,666 shares of BDIC’s common stock
at an exercise price of $0.12 per share of BDIC common stock. These warrants are being cancelled pursuant to the terms of that
certain Settlement Agreement and Mutual General Release by and between Crown Bridge Partners, LLC, a New York limited liability
company (“Crown”) and Blow & Drive Interlock Corporation, a Delaware corporation (“BDIC”), dated May
15, 2020.


 


IN
WITNESS HEREOF, the party below has executed this Surrender of Warrant as of the date indicated by his signature below.


 


	 	Crown
    Bridge Partners, LLC
	 	 	 
	Dated:
    May 15, 2020	 	 
		By:	       
	 	Its:	 


 




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