THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT
IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION.


 


CONVERTIBLE
PROMISSORY NOTE


 


	$50,000	November
    19, 2015
	 	Los
    Angeles, CA


 


For
value received, Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”), promises to pay to
Stuart David Petlak an Individual, or its assigns (the “Holder”) the principal sum of Fifty-Thousand Dollars ($50,000). The principal hereof and any unpaid accrued interest thereon shall be due and payable on or before 5:00 p.m., Pacific Time,
on November 19, 2017 (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 4 hereof).
Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 6 hereof. Interest shall
accrue on the outstanding principal amount beginning on August 7, 2015, at the rate of ten (10%) per annum, simple interest, and
shall continue on the outstanding principal until paid in full. Interest due under this Note shall be paid by the Company quarterly,
beginning with the quarter ended September 30, 2015 and shall continue until all principal and interest has been repaid under
this Note.


 


1.
HISTORY OF THE NOTE. This Note is being delivered to Holder pursuant to that certain Securities Purchase Agreement
dated November 19, 2015.


 


2.PREPAYMENT
.. The Company may at any time, upon thirty (30) days written notice (each a “Prepayment Notice”), prepay all
or any part of the principal balance of this Note, provided that concurrently with each such prepayment the Company shall pay
accrued interest on the principal, if any, prepaid to the date of such prepayment. Any Prepayment Notice must contain the amount
of principal and interest to be prepaid by the Company. The end of the thirty-day period following a Prepayment Notice shall be
referred to as a “Prepayment Date.” In the event that the Company sends a Prepayment Notice to Holder, Holder may
elect prior to the Prepayment Date to convert into common stock of the Company pursuant to Section 3 hereof, all or part of the
amount of principal and interest to be repaid under the Prepayment Notice instead of receiving such prepayment.


 


3.CONVERSION.
The Holder of this Note is entitled, at its option and subject to the other terms set forth herein, at any time beginning
on the date hereof, and in whole or in part, to convert the outstanding principal amount of this Note, or any portion of the principal
amount hereof, and any accrued interest, into shares of the common stock of the Company. Any amounts the Holder elects to convert
will be converted into common stock at the Conversion Price. The “Conversion Price” shall mean 70% multiplied by the
Market Price (as defined herein) (representing a discount rate of 30%). “Market Price” means the average of the closing
prices (“Closing Price”) for the last five (5) trading days prior to the Conversion Date. If the Company’s common
stock is quoted over-the-counter, then the Closing Price will be as reported on the Over-the-Counter Bulletin Board (the “OTCBB”),
OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”). If the Company’s
common stock is not quoted over-the-counter then the Closing Price will be closing price where such security is listed or traded
or, if no closing price of such security is available in any of the foregoing manners, the average of the closing prices of any
market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. Any conversion
shall be effectuated by giving a written notice (‘‘Notice of Conversion”) to the Company on the date of conversion,
stating therein the amount of principal and accrued interest due to Holder under this Note being converted.


 




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Notwithstanding
the foregoing, the Holder may not convert any outstanding amounts due under this Note if at the time of such conversion the amount
of common stock issued for the conversion, when added to other shares of Company common stock owned by the Holder or which can
be acquired by Holder upon exercise or conversion of any other instrument, would cause the Holder to own more than nine and nine-tenths
percent (9.9%) of the Company’s outstanding common stock. The restriction described in this paragraph may be revoked upon
sixty-one (61) days prior notice from Holder to the Company.


 


4.DEFAULT.
The occurrence of any one of the following events shall constitute an Event of Default:


 


(a)The
non-payment, when due, of any principal or interest pursuant to this Note;


 


(b)The
material breach of any representation or warranty in this Note. In the event the Holder becomes aware of a breach of this Section
4(b), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of such breach
and the Company shall have thirty (30) business days after notice to cure such breach;


 


(c)The
breach of any covenant or undertaking, not otherwise provided for in this Section 4;


 


(d)The
commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or
the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or
application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for
the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit
of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or


 




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(e)The
commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement,
insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or
hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless
the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed
for 20 days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or
for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days;
or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the
Company.


 


Upon
the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion
of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which
event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth
in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued
interest thereon, shall immediately become due and payable without any such notice.


 


5.TRANSFERABILITY.
This Note shall not be transferred, pledged, hypothecated, or assigned by the Holder without the express written consent
of the Company, which consent will not be unreasonably withheld.


 


6.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 LJ


 


	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


 




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	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 Holder may designate by ten (10) days advance written notice to the other Party hereto.


 


7.GOVERNING
LAW; VENUE. The terms of this Note shall be construed in accordance with the laws of the State of California, as
applied to contracts entered into by California residents within the State of California, and to be performed entirely within
the State of California. The parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate
federal or state court having jurisdiction over Los Angeles County, California.


 


8.CONFORMITY
WITH LAW. It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws.
Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute
interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this
Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned
by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either
refunded to the Company or credited on the principal amount of this Note.


 


9.MODIFICATION;
WAIVER. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless
in writing and approved by the Company and the Holder.


 




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IN
WITNESS WHEREOF, Company has executed this Convertible Promissory Note as of the date first written above.


 


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


 


Acknowledged:


 


“Holder”


 


	 	 


 




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