LEASE CANCELLATION AND TERMINATION
AGREEMENT


 


This LEASE CANCELLATION
AND TERMINATION AGREEMENT (this “Agreement”) is made by and among Ceres Avenue Trust (the “Landlord”),
on their own behalf and on behalf of all other persons or entities having an interest as landlord under that certain Lease dated
February 1st 2014 (the “Lease”) demising certain leased premises described therein (the “Premises”),
on property located at 731 Ceres Ave, City of Los Angeles County of Los Angeles, State of California (the “Building”),
and by Blow & Drive Interlock Inc. (the “Tenant”), for its own behalf and on behalf of all of its predecessors-in-interest
in the Lease and all other persons or entities having an interest as tenant under the Lease.


 


Landlord and Tenant have agreed that
the Lease shall be cancelled and terminated in consideration of the mutual covenants set forth below and in accordance with the
terms and conditions set forth herein.


 


1. Recitals Incorporated. The
foregoing recitals are incorporated herein by reference into this Agreement as though set forth at length.


 


2. Security Deposit. The parties
acknowledge that Tenant has deposited with Landlord the amount of $18,000 is forfeited by Blow 7 Drive Interlock effective immediately.


 


3. Lease Modification.
The term of the Lease shall expire and shall be deemed terminated and cancelled effective on December 1st 2014 (the
“Expiration Date”). Except as modified herein, the Lease is unmodified and in full force and effect.


 


4. Lease Termination and Termination
Payment. Notwithstanding the foregoing, if, on or before the Expiration Date, Tenant vacates the Premises and leaves such Premises
in reasonably good condition and repair and otherwise in such condition as is required under Paragraph 6, below and under the Lease
with respect to surrender of the Premises at the end of the term of such Lease, then, in such event, as of the date that Tenant
so vacates the Premises (such date being the “Termination Date”), (i) the Lease shall be deemed terminated and cancelled
with the same effect as if such date were the normal expiration date of the Lease; (ii) Landlord shall pay or cause to be paid
to Tenant, a cash termination payment of Zero Dollars ($0.00); (iii) neither party shall have any claim against the other, and
each party releases the other from any and all claims, liabilities, damages or actions of any kind whatsoever arising out of or
pursuant to the Lease or Tenant’s use or occupancy of the Premises; and (iv) Landlord shall return the security deposit to
Tenant. Notwithstanding any provision in the Lease or in this Agreement, if for any reason Tenant fails to perform any obligation
hereunder or under the Lease, including, without limitation, Tenant’s obligation to vacates the Premises and leaves such
Premises in reasonably good condition and repair and otherwise in such condition as is required under Paragraph 6, below on or
before the Expiration Date, then, in such event, the Prepayment shall be due and payable by Tenant to Landlord immediately.


 


5. Compliance with Obligations.
Tenant shall be responsible for all obligations of Tenant under the Lease through and including the Termination Date, including,
without limitation, Tenant’s obligation to pay monthly rent, additional rent, utility charges and all other amounts and charges
owing under the Lease.


 






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6. Condition of Premises. On
or before the Termination Date, Tenant shall remove all of its trade fixtures and personal property; repair all damage to the Premises
caused by such removal; vacate the Premises and leave such Premises in reasonably good, broom swept clean condition and repair
and otherwise in such condition as is required under the Lease with respect to surrender of the Premises at the end of the term
of such Lease; and deliver the keys to the Premises to Landlord.


 


7. Mutual Release. By this Agreement,
effective on the Termination Date and so long as neither party shall be in default under its obligations hereunder, each party
hereto releases the other party hereto from all claims, demands, damages, rights, liabilities, and causes of action of any nature
whatsoever, whether at law or equity, known or unknown, suspected or unsuspected, which are related or in any manner incidental
to the Lease or the Premises and which first arise out of transactions and occurrences from and after the Termination Date. Each
party waives and relinquishes any right or benefit which it has or may have under applicable law regarding waiver of unknown claims
to the full extent that it may lawfully waive such rights and benefits. In connection with such waiver and relinquishment, each
party acknowledges that it is aware that it or its attorneys or accountants may hereafter discover facts in addition to or different
from those which it now knows or believes to exist with respect to the subject matter of this Agreement or the other party hereto,
but that is such parties intention hereby fully, finally, and forever to settle and release all of the claims, disputes, and differences,
known or unknown, suspected or unsuspected, which now exist or may exist hereafter between each party with regard to the Lease
or the Premises. This Agreement shall be and remain in effect as a full and complete release notwithstanding the discovery or existence
of any such additional or different facts. Notwithstanding the foregoing to the contrary, this Mutual Release is not intended to
release or offset actions by either party for claims arising as a result of (i) a breach of the Lease and occurring on or before
the Termination Date, (ii) a breach of this Agreement, or (iii) transactions and occurrences on or before the Termination Date.


 


8. Knowing Release. In executing
this Agreement, each party hereto acknowledges that they have consulted with and received the advice of counsel and that the parties
have executed this Agreement after independent investigation and without fraud, duress, or undue influence.


 


9. Authority of Tenant. Tenant
represents and warrants that (i) it is the owner and holder of the tenant’s interest in the Lease and that it has the power,
right and authority to execute this Agreement and to carry out the intent hereof, (ii) the execution and delivery of this Agreement
shall not violate or contravene any agreement, contract, security agreement, lease or indenture to which Tenant is a party or by
which it is bound or requires the consent of any party to any of the foregoing and (iii) the Premises, including all improvements
and betterments thereto, are unencumbered, free of any security interests, liens, chattel mortgages, leases, lease purchase agreements
or any other security or financing devices and, all such installations have been fully paid for.


 


10. Attorney Fees. If any party
initiates legal proceedings to enforce its rights under this Agreement, the substantially prevailing party shall be entitled to
reimbursement of its reasonable attorney fees, costs, expenses and disbursements from the other parties.


 






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11. Final and Complete Expression.
This Agreement is the final and complete expression of the parties. This Agreement may not be modified, interpreted, amended, waived
or revoked orally, but only by a writing signed by all of the parties hereto.


 


12. Severability. If any provision
in this Agreement is deemed invalid, then the remaining provisions thereof will continue in full force and effect and will be construed
as if the invalid provision had not been a part of this Agreement.


 


13. Counterparts. This Agreement
may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and
the same document.


 


Dated this 1st
day of December, 2014


 


	TENANT: 	 	Blow & Drive Interlock Inc.
	 	 	 
	Ceres Avenue Trust	 	 
	 	 	 
	 	 	Laurence Wainer (CEO)
	LANDLORD:	 	 
	 	 	Ceres Avenue Trust
	 	 	 
	 	 	 


 



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