BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC) Files An 8-K Entry into a Material Definitive Agreement

BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01Entry Into a Material Definitive Agreement

On March 7, 2017, we entered into an Debt Conversion and Series A
Preferred Stock Purchase Agreement (the SPA) with Laurence
Wainer, one of our officers and directors (Wainer), under which
we agreed 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 Companys
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 Companys common
stockholders; and Wainer agreed to acquire 1,000,000 shares of
our Series A Preferred Stock, once created, in exchange for
Wainer forgiving $25,537 in accrued salary we owed to him as of
December 31, 2016. The description of the SPA set forth in this
report is qualified in its entirety by reference to the full text
of that document, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

As additional consideration for Wainers acquisition of the Series
A Preferred Shares we entered into a Lockup Agreement with Wainer
dated March 7, 2017 (the Lockup Agreement). Under the Lockup
Agreement we required Wainer to agree to refrain selling
8,000,000 out of the approximately 9,700,000 shares of our common
stock he owns until the expiration of the Lockup Period, as
defined in the Lockup Agreement. The description of the Lockup
Agreement set forth in this report is qualified in its entirety
by reference to the full text of that document, which is attached
hereto as Exhibit 10.2 and is incorporated herein by reference.

SECTION 3 Securities and Trading Markets

Item 3.02Unregistered Sales of Equity
Securities.

As noted in Item 1.01, to the SPA, we agreed to issue Wainer
1,000,000 shares of our Series A Preferred Stock. On or about
March 14, 2017, we issued the shares to Wainer, with a standard
restrictive legend. The issuance of the was exempt from
registration to Section 4(a)(2) of the Securities Act of 1933,
due to the fact Wainer is one of our officers and directors, is a
sophisticated investor and familiar with our operations.

SECTION 9 Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(c)Exhibits

10.1 Debt Conversion and Series A Preferred Stock Purchase
Agreement by and between Blow Drive Interlock Corporation and
Laurence Wainer dated March 7, 2017
10.2 Lockup Agreement by and between Blow Drive Interlock
Corporation and Laurence Wainer dated March 7, 2017


About BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC)

Blow & Drive Interlock Corporation manufactures, markets, leases, installs and monitors a Breath Alcohol Ignition Interlock Device (BAIID). The Company has developed BDI-747 Ignition Interlock Device (the BDI-747/1), which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales prior to starting their vehicle. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are required for use by driving under the influence or driving while intoxicated offenders as part of a mandatory court or motor vehicle department program. The market for the BDI-747/1 Ignition Interlock Device is as a breathalyzer device to be used by persons convicted of a driving under the influence of alcohol. BDI-747/1 is manufactured by its subsidiary, BDI Manufacturing, Inc.

BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC) Recent Trading Information

BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC) closed its last trading session up +0.014 at 0.349 with 7,038 shares trading hands.

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