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Item
1.01
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Entry
Into a Material Definitive Agreement
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Doheny
Group Transaction
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On
September 30, 2016, we entered into an Loan and Security Agreement (the “LSA”) with Doheny Group, LLC, a Delaware
limited liability company (“Doheny”), under which Doheny agreed to loan us up to $542,400 in two phases, to be used
by us to acquire additional parts and supplies to allow us to manufacture our proprietary breath alcohol ignition interlock devices
(the “Devices”). Under the terms of the LSA, the first phase will be a loan of up to $192,000 (the “Phase 1
Loan”), when we request it in accordance with the LSA, in order to for us to acquire parts and supplies to manufacture 600
Devices; and the second phase will be a loan of up to $350,400 (the “Phase 2 Loan”), when we request it in accordance
with the LSA and assuming we are in compliance with the other terms of the LSA, in order for us to acquire parts and supplies
to manufacture 1000 Devices.
The
Phase 1 Loan was funded in the amount of $192,000 by Doheny on September 30, 2016, and we forwarded the funds to our supplier
on or about October 5, 2016, in order to acquire parts and supplies to manufacture 600 Devices. Both the Phase 1 Loan and the
Phase 2 Loan mature three (3) years from the date of funding, and are at an interest rate of 25% per annum. We can prepay the
Phase 1 Loan and the Phase 2 Loan (if applicable) at any time without penalty. In exchange for Doheny funding the Phase 1 Loan,
we issued Doheny a promissory note. As additional consideration for Doheny agreeing to enter into the LSA and fund the Phase 1
Loan, we agreed to issue Doheny shares of our common stock equal to 4.99% of our then-outstanding common stock, pursuant to the
terms of a stock purchase agreement. As a result, on or about October 7, 2016, we issued Doheny 845,913 shares of our common stock.
If Doheny funds the Phase 2 Loan then we are obligated to issue Doheny that number of additional shares of our common stock that
equals 5% of our then-outstanding common stock. Until we repay the Phase 1 Loan and the Phase 2 Loan, as applicable, Doheny has
anti-dilution rights for the percentage of our stock Doheny owns in the event we issue additional shares of common stock during
that period. We also entered into a Royalty Agreement with Doheny, under which we granted Doheny perpetual royalty rights on all
Devices that we receive money from customers or distributors after we have 500 Devices leased to end users or distributors. The
royalty amounts vary between $1 and $2 per Device depending on a variety of factors.
Amendment
to Loan Agreement with Edris Consulting
On
September 30, 2016, we entered into an Amendment No. 1 to Secured Promissory Note and Agreement (the “Edris Note Amendment”)
with Edris Consulting, Inc., a California corporation (“Edris”), pursuant to which we amended the terms of that certain
Secured Promissory Note and Agreement dated January 20, 2016 (the “Edris Original Note”) in order to remove Edris’
security interest in our assets to secure our repayment of the Edris Original Note and amend the royalty provisions of the Edris
Original Note to be $1 for each Device we have on the road beginning in the 25
th
month after the date of the Edris
Original Note. In exchange for Edris agreeing to forfeit its security interest in our assets and modify the royalty payments under
the Edris Original Note we agreed to issue Edris 425,000 shares of our common stock, restricted in accordance with Rule 144.
Amendment
to Loan Agreement with Chaim Wainer
On
September 30, 2016, we entered into an Amendment No. 1 to Secured Promissory Note and Agreement (the “Wainer Note Amendment”)
with Chaim Wainer (“Wainer”), pursuant to which we amended the terms of that certain Secured Promissory Note and Agreement
dated March, 2016 (the “Wainer Original Note”) in order to amend the royalty provisions of the Wainer Original Note
to be $1 for each Device we have on the road beginning in the 25
th
month after the date of the Wainer Original Note.
In exchange for Wainer agreeing to modify the royalty payments under the Wainer Original Note we agreed to issue Wainer 50,000
shares of our common stock, restricted in accordance with Rule 144. Wainer is the father of our sole officer and director.
Amendment
to Exclusive Distribution Agreement with Jay Lopez
On
September 30, 2016, we entered into an Amendment No. 1 to Exclusive Distribution Agreement (the “Lopez Amendment”)
with Jay Lopez (“Lopez”), pursuant to which we amended the terms of that certain Exclusive Distribution Agreement
dated July 24, 2015 in order to amend the territories where Lopez is an exclusive distributor of ours for the BDI-747/1 device,
removing the State of Nevada and granting Lopez rights in the State of Pennsylvania. With the execution of the Lopez Amendment,
we do not have a distributor in the State of Nevada and Lopez is our exclusive distributor in Pennsylvania.