DEBT
CONVERSION AND SERIES A PREFERRED STOCK 


PURCHASE
AGREEMENT


 


This
Debt Conversion and Series A Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into effective
as of the 7th day of March, 2017 (the “Effective Date”) by and between Blow & Drive Interlock Corporation, a Delaware
corporation (the “Company”), and Laurence Wainer, an individual (the “Purchaser”). The Company and Purchaser
shall each be referred to as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
as of December 31, 2016, the Company owed the Purchaser $25,537 in accrued salary (the “Salary”);


 


WHEREAS,
the Company and the Purchaser desire to have a portion the outstanding Salary owed to Purchaser by the Company converted to shares
of the Company’s Series A Preferred Stock pursuant to the terms of this Agreement.


 


NOW,
THEREFORE, the Parties hereby agree as follows:


 


AGREEMENT


 


1.          PURCHASE
OF SECURITIES:


 


a)       If
not already created, then within sixty (60) days of the Closing Date (as defined herein), the Company hereby agrees to create
a new series of non-convertible preferred stock entitled “Series A Preferred Stock,” with One Million (1,000,000)
shares authorized and the following rights: (i) no dividend rights; (ii) no liquidation preference over the Company’s common
stock; (iii) no conversion rights; (iv) no redemption rights; (v) no call rights by the Company; (vi) each share of Series A Convertible
Preferred stock will have one hundred (100) votes on all matters validly brought to the Company’s common stockholders.


 


b)       On
the Closing Date (as hereinafter defined), subject to the terms and conditions set forth in this Agreement, the Purchaser hereby
agrees to purchase, and the Company hereby agrees to sell, One Million (1,000,000) shares of the Company’s Series A Preferred
Stock (the “Shares”) at a per-share purchase price of $0.025537 per share, for a total purchase price of $25,537 (the
“Purchase Price”). The Purchase Price will be paid by the Purchaser to the Company through a Notice of Accrued Salary
Satisfaction in the form attached hereto as Exhibit A, evidencing the satisfaction of the Salary in an amount equal to
the Purchase Price as payment of the Purchase Price.


 


c)       In
addition to the Purchase Price, in exchange for the Shares, the Purchaser has agreed to enter into Lockup Agreement with the Company,
in the form attached hereto as Exhibit C, for the purpose of preventing the Purchaser from selling certain shares of the
Company’s common stock until such time as the lockup as expired, as set forth in the Lockup Agreement.


 




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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.


 


b)      At the Closing:


 


 (i)        The Company and the Purchaser shall execute 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, at a time chosen by the Company in its sole discretion, the Company will issue a stock certificate to the Purchaser to evidence the Shares. The Company and Purchaser shall execute the Lockup Agreement.




 


(ii)       The
Purchaser shall deliver to the Company the Purchase Price through the delivery of the signed Notice of Accrued Salary Satisfaction.


 


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


 


a)       Purchase
for Own Account. Purchaser represents that he is acquiring the Shares solely for his 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 he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and
to suffer a complete loss of his investment.


 




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c)       Access
to Information. The Purchaser acknowledges that the Purchaser has 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.


 


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.


 




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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)       Sophisticated
Investor Status. The Purchaser is a sophisticated investor.


 


g)       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.


 


h)       Certificate
of Designation. Purchaser has been provided with a copy of the Certificate of Designation for the Series A Preferred Stock,
a copy of which is attached hereto as Exhibit B (the “Certificate of Designation”), which sets forth all of
the rights, privileges, and preferences with respect to the Series A Preferred Stock. Purchaser has had an opportunity to discuss
any questions or concerns regarding the Certificate of Designation and the rights and preferences of the Series A Preferred Stock
with the Company’s management team and has received answers to all outstanding questions and had any issues addressed to
the satisfaction of Purchaser.


 




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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.


 




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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 the Company:	Blow
    & Drive Interlock Corporation
	 	 	5503
    Cahuenga Blvd, #203
	 	 	Los
    Angeles, CA 91601
	 	 	Attn.
    Chief Executive Officer
	 	 	Facsimile
    (___) __________


 


	 	with
    a copy to:	Law
    Offices of Craig V. Butler
	 	 	300
    Spectrum Center Drive, Suite 300
	 	 	Irvine,
    CA 92618
	 	 	Attn:
    Craig V. Butler, Esq.
	 	 	Facsimile
    (949) 209-2545


 




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	 	If
    to Purchaser:	Laurence
    Wainer
	 	 	5503
    Cahuenga Blvd, #203
	 	 	Los
    Angeles, CA 91601
	 	 	Facsimile
    (___) __________


 


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.


 




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In
Witness Whereof, the Parties have executed this
Debt Conversion and Series A Preferred Stock Purchase Agreement as of the date first written above.


 


	“Company”	 	“Purchaser”
	 	 	 
	Blow
    & Drive Interlock Corporation,	 	Laurence
    Wainer,
	a
    Delaware corporation	 	an
    individual
	 	 	 
	 	 	 
	By:	Laurence
    Wainer	 	Laurence
    Wainer
	Its:	Chief
    Executive Officer	 	 


 






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Exhibit
A


 


Notice
of Partial Debt Satisfaction


 




    	Exhibit A



    	 	 	 



    

 


Notice
of Partial Debt Satisfaction


 


Pursuant
to the terms of that certain Debt Conversion and Series A Preferred Stock Purchase Agreement (the “Agreement”) by
and between Laurence Wainer, an individual (the “Purchaser”), and Blow & Drive Interlock Corporation, a Delaware
corporation (the “Company”) dated March 7, 2017, the Purchaser is irrevocably electing to convert $25,537 of accrued
salary owed to the Purchaser as of December 31, 2016 (the “Salary”), into 1,000,000 shares of Series A Preferred Stock
of the Company (the “Shares”) according to the conditions set forth in the Agreement.


 


If
shares are to be issued in the name of a person other than the Purchaser, the Purchaser will pay all transfer and other taxes
and charges payable with respect thereto.


 


The
Purchaser acknowledges and agrees that upon receipt of the Shares the amount used by the Purchaser to pay the Purchase Price will
no longer be due and owing to the undersigned.


 


Date
of Conversion: ________________________________________________________________________________


 


Applicable
Price per Share: $0.025537/share


 


Laurence
Wainer


 


Signature: _______________________________________________________________________________________


[Print
Name of Holder and Title of Signer]


 


Address: ____________________________________________________________





 


 ____________________________________________________________


 


SSN
or EIN: __________________________________________________________


 


Shares
are to be registered in the following name:


 


Name: ______________________________________________________________


 


Address: ____________________________________________________________


 


Tel: ________________________________________________________________


 


Fax: ________________________________________________________________


 


SSN
or EIN: __________________________________________________________


 




    	Exhibit A



    	 	 	 



    

 


Exhibit
B


 


Series
A Preferred Stock Certificate of Designation


 




    	Exhibit B



    	 	 	 



    

 


Exhibit
C


 


Lockup
Agreement





 



    	Exhibit C