COMMON
STOCK PURCHASE AGREEMENT


 


This
Common Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 30th day of September,
2016 (the “Effective Date”) by and between Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”
or “BDIC”), and The Doheny Group, LLC, a Nevada limited liability company (the “Purchaser” or “TDG”).
The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”


 


R
E C I T A L S


 


WHEREAS,
BDIC is a publicly-traded company quoted on the OTCQB-tier of OTC Markets in the business of manufacturing and leasing breath
alcohol ignition interlock devices (the “Business”), including, without limitation, the BDI-747/1 breath/alcohol
ignition interlock device, along with its patent pending BDI Model #1 power line filter. As of December 31, 2015, the BDI-747/1
breath/alcohol ignition interlock device was “approved” by ten states, including, without limitation, California,
with applications for additional state approvals pending. In states where the Device is approved as a breath alcohol ignition
interlock device (“BAID”), BDIC leases these devices to offenders depending upon the sentence received by such
offender. In some states, BDIC leases, installs and supports these devices directly; in other states, BDIC sells distributorships
to authorized distributors allowing the distributor to lease, install, service, remove and support said devices;


 


WHEREAS,
pursuant to that certain Loan and Security Agreement of even date herewith entered into between BDIC, as BDIC, and TDG, as TDG,
a copy of which is attached hereto as Exhibit A (the “Loan Agreement”), TDG agreed to loan funds
and extend credit to BDIC to permit it to manufacture more Devices and expand the Business, subject to the terms and conditions
of the Loan Agreement; and


 


WHEREAS,
pursuant to the Loan Agreement, in consideration of TDG agreeing to extend credit to BDIC in connection with the Loan, BDIC agrees
to enter into this Agreement with TDG to set forth the terms under which BDIC is issuing shares of its common stock.


 


NOW,
THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable
consideration, the receipt of which is hereby acknowledged, BDIC and TDG hereby agree to enter into this Agreement as follows:


 


AGREEMENT


 


1.
PURCHASE OF COMMON STOCK: Upon the execution and delivery of this Agreement and the Loan Agreement, subject to the terms
and conditions set forth in this Agreement and the Loan Agreement, the Company hereby agrees to issue to the Purchaser Eight Hundred
Forty Five Thousand Nine Hundred Thirteen (845,913) shares of the Company’s Common Stock (the “Shares”) in exchange
for the Purchaser loaning the Company funds under the Loan Agreement (the “Purchase Price”). To the extent permitted,
the Shares will be allocated a cost-basis equal to the highest trading price of the Common Stock over the 52-week period immediately
preceding the issuance date, or at the highest cost-basis permitted under the law.


 


2.
CLOSING AND DELIVERY:


 


a)
Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Shares (the “Closing”)
shall be held simultaneous with the execution of this Agreement, or at such other time mutually agreed upon between the constituent
Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in
Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent
mutually acceptable to the Parties hereto.


 






    	 	Page 1 of 10	 



    	 		 



    

 


b)
At the Closing:


 


(i)
The Company and the Purchaser shall execute the Loan Agreement and this Agreement, which shall serve as evidence of ownership
of the Shares, free from restrictions on transfer except as set forth in this Agreement. Subsequent to the Closing, but as expeditiously
as possible, the Company will issue a stock certificate to the Purchaser to evidence the Shares.


 


(ii)
The Purchaser shall deliver to the Company the Purchase Price by loaning the Company the funds set forth in the Loan Agreement.


 


3.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER: The Purchaser hereby represents, warrants and agrees as follows:


 


a)
Purchase for Own Account. Purchaser represents that it is acquiring the Shares solely for its own account and beneficial
interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention
of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same,
and does not presently have reason to anticipate a change in such intention.


 


b)
Ability to Bear Economic Risk. Purchaser acknowledges that an investment in the Shares involves a high degree of risk,
and represents that it is able, without materially impairing its financial condition, to hold the Shares for an indefinite period
of time and to suffer a complete loss of his investment.


 


c)
Access to Information. The Purchaser acknowledges that it’s members and managers, as applicable, have been furnished
with such financial and other information concerning the Company, the directors and officers of the Company, and the business
and proposed business of the Company as the Purchaser considers necessary in connection with the Purchaser’s investment
in the Shares. As a result, the Purchaser is thoroughly familiar with the proposed business, operations, properties and financial
condition of the Company and has discussed with officers of the Company any questions the Purchaser may have had with respect
thereto. The Purchaser understands:


 


(i)
The risks involved in this investment, including the speculative nature of the investment;


 


(ii)
The financial hazards involved in this investment, including the risk of losing the Purchaser’s entire investment;


 


(iii)
The lack of liquidity and restrictions on transfers of the Shares; and


 


(iv)
The tax consequences of this investment.


 


The
Purchaser has consulted with the Purchaser’s own legal, accounting, tax, investment and other advisers with respect to the
tax treatment of an investment by the Purchaser in the Shares and the merits and risks of an investment in the Shares.


 






    	 	Page 2 of 10	 



    	 		 



    

 


d)
Shares Part of Private Placement. The Purchaser has been advised that the Shares have not been registered under the Securities
Act of 1933, as amended (the “Act”), or qualified under the securities law of any state, on the ground, among others,
that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Company in connection
with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act and/or Regulation
D as promulgated by the Securities and Exchange Commission under the Act, and under any applicable state blue sky authority. The
Purchaser understands that the Company is relying in part on the Purchaser’s representations as set forth herein for purposes
of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Purchaser’s
representations, the Purchaser has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined
event. The Purchaser has no such intention.


 


e)
Further Limitations on Disposition. Purchaser further acknowledges that the Shares are restricted securities under Rule
144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership
interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Without
in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion
of the Shares unless and until:


 


(i)
There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made
in accordance with such Registration Statement; or


 


(ii)
Purchaser shall have obtained the consent of the Company and notified the Company of the proposed disposition and shall have furnished
the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by
the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration under the Act or any applicable state securities laws.


 


Notwithstanding
the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for
a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession
to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the
same extent as if they were Purchasers hereunder as long as the consent of the Company is obtained.


 


f)
Accredited Investor Status. The Purchaser is an accredited investor, and has truthfully completed the Accredited Investor
Questionnaire attached hereto as Exhibit A.


 


g)
Purchaser Authorization. The Purchaser, if not an individual, is empowered and duly authorized to enter into this Agreement
under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw
provision or the like; this Agreement constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser
in accordance with its terms; and the person signing this Agreement on behalf of the Purchaser is empowered and duly authorized
to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision,
board of directors or stockholder resolution, or the like.


 






    	 	Page 3 of 10	 



    	 		 



    

 


h)
No Backup Withholding. The Social Security Number or taxpayer identification shown in this Agreement is correct, and the
Purchaser is not subject to backup withholding because (i) the Purchaser has not been notified that he or she is subject to backup
withholding as a result of a failure to report all interest and dividends or (ii) the Internal Revenue Service has notified the
Purchaser that he or she is no longer subject to backup withholding.


 


4.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY: The Company hereby represents, warrants and agrees as follows:


 


a)
Authority of Company. The Company has all requisite authority to execute and deliver this Agreement and to carry out and
perform its obligations under the terms of this Agreement.


 


b)
Authorization. All actions on the part of the Company necessary for the authorization, execution, delivery and performance
of this Agreement by the Company and the performance of the Company’s obligations hereunder has been taken or will be taken
prior to the issuance of the Shares. This Agreement, when executed and delivered by the Company, shall constitute valid and binding
obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The
issuance of the Shares will be validly issued, fully paid and nonassessable, will not violate any preemptive rights, rights of
first refusal, or any other rights granted by the Company, and will be issued in compliance with all applicable federal and state
securities laws, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon
the Purchaser through no action of the Company; provided, however, that the Shares may be subject to restrictions on transfer
under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time the transfer
is proposed.


 


c)
Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations,
declarations, or filings with, any governmental authority required on the part of the Company in connection with the valid execution
and delivery of this Agreement, the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated
hereby shall have been obtained, except for notices required or permitted to be filed with certain state and federal securities
commissions, which notices will be filed on a timely basis.


 


5.
INDEMNIFICATION: The Purchaser hereby agrees to indemnify and defend the Company and its officers and directors and hold
them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:


 


(a)
Any breach of or inaccuracy in the Purchaser’s representations, warranties or agreements herein;


 


(b)
Any disposition of any Shares contrary to any of the Purchaser’s representations, warranties or agreements herein;


 


(c)
Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate
or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under
the Act, or (ii) any disposition of any Shares.


 






    	 	Page 4 of 10	 



    	 		 



    

 


6.
MISCELLANEOUS:


 


a)
Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party
any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


b)
Governing Law; Venue. This Agreement shall be governed by and construed under the laws of the State of California as applied
to agreements among California residents, made and to be performed entirely within the State of California. The Parties agree
that any action brought to enforce the terms of this Agreement will be brought in the appropriate federal or state court having
jurisdiction over Los Angeles County, California, United States of America.


 


c)
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


d)
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


e)
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:


 


	 	If
    to Company:	Blow
    & Drive Interlock Corporation
	 	 	1080
    La Cienega Boulevard, Suite 304
	 	 	Los
    Angeles, California 90035
	 	 	Attention:
    Laurence Wainer
	 	 	Email:
    info@blowanddrive.com
	 	 	 
	 	With
    copies to:	Law
    Offices of Craig V. Butler, Esq.
	 	(which
    shall not constitute	300
    Spectrum Center Drive, Suite 300
	 	notice
    hereunder)	Irvine,
    California 92618
	 	 	Attention:
    Craig V. Butler, Esq.
	 	 	Fax
    No. (949) 484-5667
	 	 	Email:
    cbutler@craigbutlerlaw.com
	 	 	 
	 	If
    to Purchaser:	THE
    DOHENY GROUP, LLC
	 	 	1702
    S. Robertson Boulevard #111
	 	 	Los
    Angeles, California 90035
	 	 	Attention:
    David Haridim, Managing Member
	 	 	Email:
    dharidim@yahoo.com
	 	 	 
	 	With
    copies to:	SULMEYERKUPETZ,
    a Professional Corporation
	 	 	333
    South Hope Street, 35th Floor
	 	 	Los
    Angeles, California 90071
	 	 	Attention:
    Jeffrey M. Pomerance, Esq.
	 	 	Fax
    No. (213) 629-4520
	 	 	Email:
    jpomerance@sulmeyerlaw.com


 






    	 	Page 5 of 10	 



    	 		 



    

 


or
at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other Party hereto.


 


f)
Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall
be effective unless in writing and approved by the Company and the Purchaser.


 


g)
Entire Agreement; Successors. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement
between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner
by any representations, warranties, covenants and agreements except as specifically set forth herein. The representations, warranties
and agreements contained in this Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives
and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.


 


h)
Expenses. Each Party shall pay their own expenses in connection with this Agreement. In addition, should either Party commence
any action, suit or proceeding to enforce this Agreement or any term or provision hereof, then in addition to any other damages
or awards that may be granted to the prevailing Party, the prevailing Party shall be entitled to have and recover from the other
Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in connection therewith.


 


i)
Currency. All currency is expressed in U.S. dollars.


 






    	 	Page 6 of 10	 



    	 		 



    







 


In
Witness Whereof, the Parties have executed this
Common Stock Purchase Agreement as of the date first written above.


 


	“Company”	 	“Purchaser”
	 	 	 
	Blow
    & Drive Interlock Corporation,	 	The
    Doheny Group, LLC,
	a
    Delaware corporation	 	a
    Nevada limited liability company
	 	 	 
	 	 	 
	By:	Laurence
    Wainer	 	By:	David
    Haridim
	Its:	President	 	Its:	Owner


 






    	 	Page 7 of 10	 



    	 		 



    







 


EXHIBIT
A


 


Investor
Questionnaire


(to
be completed by Purchaser)


 


PART
A. BACKGROUND INFORMATION


 


	Name
    of Purchaser:	 


 


	Social
    Security or Taxpayer Identification No.	 


 


If
a corporation, partnership, limited liability company, trust or other entity:


 


	Business
    Address:	 
	(Number
    and Street)


 


	 	 	 
	(City)	(State)	(Zip
    Code)


 


	Telephone
Number: 	(     ) 	 
	 		 
	Facsimile
Number: 	(     )	 


 


	Name
    of Contact Person:	 


 


	Email
    Address of Contact Person:	 


 


	Type
    of entity and Nature of Business:	 


 


 


 


	State
    of formation:	 


 


	Approximate
    Date of formation:	 


 


Set
forth in the space provided below the (i) state(s), if any, in the United States in which you maintained your principal office
during the past two years and the dates during which you maintained your office in each state, and (ii) state(s), if any, in which
you pay income taxes:


 


 


 


 


 


Were
you formed for the purpose of investing in the securities being offered?


 


	Yes
    ___	No
    ___


 






    	 	Page 8 of 10	 



    	 		 



    

 


PART
B. ACCREDITED INVESTOR QUESTIONNAIRE


 


In
order for the Company to offer and sell the Securities in conformance with state and federal securities laws, the following information
must be obtained regarding your investor status. Please initial each of the below categories that describes you as a potential
investor of the Securities of the Company.


 


	___	(1)	A
    bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined
    in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
	 	 	 
	___	(2)	A
    broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
	 	 	 
	___	(3)	An
    insurance company as defined in Section 2(a)(13) of the Securities Act;
	 	 	 
	___	(4)	An
    investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section
    2(a)(48) of that Act;
	 	 	 
	___	(5)	A
    Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small
    Business Investment Act of 1958;
	 	 	 
	___	(6)	A
    plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its
    political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
	 	 	 
	___	(7)	An
    employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision
    is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association,
    insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000
    or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
	 	 	 
	___	(8)	A
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
	 	 	 
	___	(9)	An
    organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business
    trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;
	 	 	 
	___	(10)	An
    executive officer or director of the Company;
	 	 	 
	___	(11)	A
    natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase
    exceeds $1,000,000 (for purposes of this calculation, net worth is the excess of total assets at fair market value, including
    homes (subject to the further description below), automobiles and personal property, over total liability; provided that you
    should not include your primary residence as an asset, and you should not include as a liability indebtedness that is secured
    by your primary residence that is not in excess of the fair market value of your primary residence (except that if the amount
    of such indebtedness outstanding at the time of sale of the Securities exceeds the amount outstanding 60 days before such
    time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a
    liability));



 






    	 	Page 9 of 10	 



    	 		 



    

 


	___	(12)	A
    natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with
    that person’s spouse in excess of $300,000, in each of those years (in each case including foreign income, tax exempt
    income and the full amount of capital gains and losses, but excluding any income of other family members and any unrealized
    capital appreciation), and has a reasonable expectation of reaching the same income level in the current year;
	 	 	 
	___	(13)	A
    trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
    is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person
    is capable of evaluating the merits and risks of investing in the Company;
	 	 	 
	___	(14)	An
    entity in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this
    investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner
    satisfies:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


(Continue
any of the responses in this Questionnaire on a separate piece of paper, if necessary.)


 


*
* * * *


 






    	 	Page 10 of 10