THIS
WARRANT AND THE SECURITIES THAT MAY BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND STATUTES UNLESS PRIOR TO ANY SALE, TRANSFER, OR PLEDGE, THE ISSUER RECEIVES AN OPINION OF COUNSEL, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO IT, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND THE STATUTES AND RULES PROMULGATED
THEREUNDER.


 


	Dated:
    11/19/2015	Right
    to Purchase 80,000 Shares of Common
    Stock,


 


Warrant
No. BD- 2


 


COMMON
STOCK PURCHASE WARRANT


OF


BLOW
& DRIVE INTERLOCK CORPORATION


 


This
certifies that, for value received, David Stuart Petlak, an individual (the “Holder”), is entitled to subscribe for
and purchase at the Exercise Price (defined below) from Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”),
shares of the Company’s Common Stock as set forth below and subject to adjustment provided therein.


 


This
Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated November 19, 2015 (the “SPA”).
Unless indicated otherwise, the number of shares of common stock that Holder may purchase by exercising this Warrant is Eighty
Thousand (80,000) shares of the Company’s common stock.


 


1.DEFINITIONS.
As used herein, the following terms shall have the following respective meanings:


 


(a)“Exercise
Period” shall mean the period commencing with the date hereof and ending three (2) years after the date hereof.


 


 (b) “Exercise Price” shall mean $0.80 per share.




 


(c)“Exercise
Shares” shall mean the shares of the Company’s common stock issuable upon exercise of this Warrant.


 


2.EXERCISE
OF WARRANT. The rights represented by this Warrant may be exercised in whole or in part at any time during the
Exercise Period, by delivery of the following to the Company at its address as set forth in Section 10, below:


 


 (a) An executed Notice of Exercise in the form attached hereto;




 




    	Page 1 of 7 



     

    

 


 (b) Payment of the Exercise Price in cash or by check; and




 


 (c) This Warrant.




 


Upon
the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered
in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to
the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised.


 


The
person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall
be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of
the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to
have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are
open.


 


3.ADJUSTMENT
IN NUMBER OF SHARES.


 


In
case at any time or from time to time after the issue date the holders of the common stock of the Company (or any shares of stock
or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record
date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other
or additional stock or other securities or property (including cash) by way of stock split, stock dividend, spin-off, reclassification
, combination of shares or similar corporate rearrangement, then and in each such case the Holder of this Warrant, upon the exercise
hereof as provided in Section 3, shall be entitled to receive the amount of stock and other securities and property which such
Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of
common stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date,
to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and
property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In
the event of any such adjustment, the Exercise Price shall be adjusted to equal (A) the Exercise Price in effect multiplied by
the number of shares of common stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B)
the number of shares of common stock into which this Warrant is exercisable immediately after such adjustment. Nothing in this
Section or this Warrant will entitle the Holder to receive more than the shares listed above, as adjusted by this Section. There
is no provision for the Holder to receive any more shares of the Company’s common stock under this Warrant as a penalty
or otherwise.


 




    	Page 2 of 7 



     

    

 


 4. COVENANTS OF THE COMPANY.




 


(a)Covenants
as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and
free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the
Company will at all times during the Exercise Period have authorized and reserved, free from preemptive rights, a sufficient
number of shares of its common stock to provide for the exercise of the rights represented by this Warrant. If at any time during
the Exercise Period the number of authorized but unissued shares of the Company’s common stock shall not be sufficient to
permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of common stock to such number of shares as shall be sufficient for such purposes.


 


(b)No
Impairment. Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant
and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder
against impairment.


 


(c)Notices
of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash
dividends paid in previous quarters) or other distribution, the Company shall provide to the Holder, at least ten (10) days prior
to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend
or distribution.


 


 5. REPRESENTATIONS OF HOLDER.




 


(a)Acquisition
of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant and the Exercise Shares
solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Exercise Shares or
any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares
the Holder is acquiring is being acquired for its account only.


 




    	Page 3 of 7 



     

    

 


detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that
such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities
laws.


 


(d)The
Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:


 


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.


 


6.FRACTIONAL
SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise
Share by such fraction.


 


7.NO
STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as
a stockholder of the Company.


 


8.TRANSFER
OF WARRANT. This Warrant and all rights hereunder are not transferable by the Holder unless the Holder obtains the express
written consent of the Company.


 


9.LOST,
STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such
terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such
new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.


 




    	Page 4 of 7 



     

    

 


10.WAIVER
AND AMENDMENT. Any term of this Warrant may be amended or waived only with the written consent of the Holder.


 


11.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
	 	1080
    La Cienega Boulevard
	 	Suite
    304
	 	Los
    Angeles, California 90035
	 	Attn.
    Laurence Wainer Facsimile L_)


 


	with
    a copy to:	Law
    Offices of Craig V. Butler
	 	300
    Spectrum Center Dr., Suite 300
	 	Irvine,
    CA 92618
	 	Attn:
    Craig V. Butler, Esq.
	 	Facsimile
    No.: (949) 209-2545


 


	If
    to Holder:	David
    Stuart Petlak
	 	1152
    Beverwil
	 	LA
    CA 90035
	 	Facsimile
    No.: (424) 362-4990


 


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


 


12.GOVERNING
LAW; VENUE. This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of
the State of California. The parties agree that any action brought to enforce the terms of this Warrant will be brought in the
appropriate federal or state court having jurisdiction over Los Angeles County, California, United States of America.


 


13.ATTORNEYS’
FEES. Should either party commence any legal action or proceeding in order to enforce or interpret this Warrant
or any term or provision hereof, then in addition to any damages or remedies that may be awarded or granted to the prevailing
party therein, the prevailing party shall be entitled to have and recover from the losing party such prevailing party’s
reasonable attorneys’ fees and costs incurred in connection therewith.


 


14.
CURRENCY. All currency is expressed in U.S. dollars.




 




    	Page 5 of 7 



     

    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of August 7, 2015.


 


Blow
& Drive Interlock Corporation,


a
Delaware corporation


 


	 	 
	By: Laurence Wainer
	Its: Chief Executive Officer


 


Acknowledged:


 





	 	 



 




    	Page 6 of 7 



     

    

 


	 	 	 
	 	Blow
    and Drive Interlock Corporation	 
	 	1080
    S. La Cienega Blvd Suite 304	 
	 	Los
    Angeles, California 90035	 
	 	(877)
    238 -4492	 
	 	www.blowanddrive.com	 


 


November
25, 2015


 


Lee
Cassidy, Esq.


Cassidy & Associates


Attorneys At Law


215 Apolen_a Ave


Newport
Beach, CA 92662


 


Dear
Lee:


 


In
connection with our prospective supplement No. 1 (Form 424) anticipated to occur on or around December 1, 2015, please provide
our auditors, JPDH & Company, 18662 MacArthur Blvd, Second Floor, Irvine California 92612, with an update to your legal confirmation
response letter dated March 5, 2015 in relation to the audit of the financial statements as of, and for the period ended, December
31, 2014. Can you also please email a copy of the letter to John Poth at JohnP@JPDHcpa.com to expedite the receipt of your
response. 


 





	 	 
	EO & CFO	 



 




    	 



     

    

 


FINDERS
AGREEMENT


Blow
and Drive Interlock


 


This
Memorandum of Understanding is entered into between Blow and Drive Interlock Corp, a corporation publicly traded as OTCBB:BDIC
(“BDIC”) and Gnosiis International, LLC (“GI”) on this day of November 30, 2015. BDIC wishes to engage
Gnosiis International as a finder business partner and representative on a success based compensation arrangement and the parties
wish to be bound by the responsibilities that are in accordance with the terms and conditions set forth herein:


 


	1)	The
    term of this agreement shall be for three-weeks but shall renew for an additional three-weeks period in the event that BDIC
    and GI have ongoing business.
	 	 
	2)	GI
    will identify an investor(s) for BDIC to commit no less than $50,000 in capital by means of a convertible note in accordance
    with the following general terms:


 


	 	a)	36
    Month Note at 7.5% interest
	 	 	 
	 	b)	Warrants
    attached to the note with a 1:1 ratio - at $2.25 per share, executable for up to 3 years
	 	 	 
	 	c)	At
    the     end of the 36 month term, the investor at their sole discretion, can either take the principle in cash or convert
    into BDIC     at the $2.25 share price


 


	3)	Upon
    success, Gnosiis will be entitled to the following compensation:


 


	 	a)	1
    share     of BDIC restricted stock will be vested to Gnosiis for every $1 in financing raised by BDIC as a result of
    GI’s efforts
	 	 	 
	 	b)	A
    bonus of either 15,000 shares or $5,000 in cash to be mutually agreed upon by GI and BDIC.
	 	 	 
	 	c)	A
    seat on BDIC’s Board of Directors


 


	4)	BDIC
    agrees to refrain from circumventing GI with regard to contacts, opportunities, and efforts brought by the other party. All
    contacts with third parties will remain the exclusive privilege of GI and BDIC will at no time participate in business activities
    with those contacts without written consent of GI. In the event of a breach by BDIC; GI shall be entitled to any and all damages,
    legal fees, cost of recourse, related to the breach by the receiving party. This shall remain in force for a 24-month period.
	 	 
	5)	GI
    hereby agrees and acknowledge that its role in implementing this Agreement shall be only to introduce to BDIC potential participants
    in the business transaction. GI shall not engage in any negotiations, advise or make recommendations concerning the transaction.
    GI shall have no right to represent or bind BDIC to third parities or act in BDIC’s name. GI’s relationship with
    BDIC is not exclusive; BDIC may engage other finders.
	 	 
	6)	Entering
    into Transaction. Nothing in this Agreement shall obligate BDIC to engage in a business transaction with the parties introduced
    by GI. The decision to enter into the business transaction is totally within BDIC’s sole absolute discretion.


 




    	 



     

    

 


	7)	Electronic
    Signatures. This Agreement and any written notice, consent, agreement or document provided for in this Agreement shall be
    deemed signed if the person’s name is placed on the document whether by manual signature, electronic transmission or
    facsimile transmission by the person.
	 	 
	8)	Other
    Provisions. This Agreement embodies the entire understanding between the parties with regard to its subject matter and replaces
    all prior agreements. This agreement may not be assigned or modified without the written consent of both parties. This agreement
    is governed by the law of the state of Delaware, without regard to its conflict of law principles. Any notice to either party
    may be sent by email, United States Mail or expedited delivery service.


 


	 	 	 
	Laurence
    Wainer	 	Abraham
    Summers
	CEO,
    Blow and Drive Interlock Corp	 	Gnosiis
    International, LLC


 




    	 



     

    

 


NOTICE
OF EXERCISE


 


TO:Blow
& Drive Interlock Corporation


 


(1)
The undersigned hereby elects to purchase 80,000 shares of the common stock of Blow & Drive Interlock Corporation, a Delaware
corporation (the “Company”), pursuant to the terms of the attached Warrant and based on an exercise price of $0.80,
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)
Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the
undersigned or in such other name as is specified below:


 


(Name)


David
Stuart Petlak


 


(Address)


1152
Beverwil LA CA 90035


 


	November 19, 2015	 
	(Date)	(Signature)
	 	 
	 	(Print
    name)





 






    	Page 7 of 7