THE
SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


 


NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED HEREIN), EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE U.S. STATE AND FOREIGN SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE 1933 ACT.


 


bBOOTH,
INC.

(the “Issuer”)


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


INSTRUCTIONS
TO SUBSCRIBER


 


	1.	You
    must complete all the information in the boxes on page 2 and sign where indicated with an “X”.
	 	 
	2.	If
    you are NOT a “U.S. Purchaser” (as defined in Exhibit B) and are resident in Canada, you must complete and sign
    Exhibit A, “Non-US Investor Questionnaire”, that starts on page 18. 
	 	 
	3.	If
    you are a “U.S. Purchaser” (as defined in Exhibit B), you must complete and sign Exhibit B, “U.S. Investor
    Questionnaire”, that starts on page 23.
	 	 
	4.	If
    you are paying for your subscription with funds drawn from a Canadian bank, you may pay by wire transfer to the Issuer,
    pursuant to the wiring instructions set out in Exhibit C that is on page 24. If the funds are wired or sent to the Issuer’s
    legal counsel, you irrevocably authorize such legal counsel to immediately deliver the funds to the Issuer. 


 




     


    	 	 - 2 -	 



    


 


bBOOTH,
INC.


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from bBooth, Inc. (the
“Issuer”) that number of shares of common stock in the capital of the Issuer (each, a “Share”)
as is set out below at a price of US$_____ per Share. The Subscriber agrees to be bound by the terms and conditions set forth
in the attached “Terms and Conditions of Subscription for Shares”.


 


	Subscriber
    Information  	 	Shares
    to be Purchased
	 	 	 
	 	 	 
	(Name
    of Subscriber)	 	 (Number
    of Shares)


 


	Account
    Reference (if applicable): 	 	 


 


	X	 	Total
    Subscription Price:	 
	(Signature
    of Subscriber – if the Subscriber is an Individual)	 	 	(the
    “Subscription Amount”, plus wire fees if applicable)


 


	X	 	 
	(Signature
    of Authorized Signatory – if the Subscriber is not an Individual)	 	Please
    complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and
    not purchasing as trustee or agent for accounts fully managed by it.
	 	 	 
	(Name
    and Title of Authorized Signatory – if the Subscriber is not an Individual)	 	(Name
    of Disclosed Principal)
	 	 	 
	 	 	 
	(SIN,
    SSN, or other Tax Identification Number of the Subscriber)	 	(Address
    of Disclosed Principal)
	 	 	 
	 	 	 
	(Subscriber’s
    Address, including postal or zip code)	 	(Account
    Reference, if applicable)
	 	 	 
	 	 	 
	 	 	(SIN,
    SSN, or other Tax Identification Number of Disclosed Principal)
	(Telephone
    Number)                                          (Email
    Address)	 	 
	 	 	 
	Register
    the Shares as set forth below:	 	Deliver
    the Shares as set forth below:
	 	 	 
	 	 	 
	(Name
    to Appear on Share Certificate)	 	(Attention
    - Name)
	 	 	 
	 	 	 
	(Account
    Reference, if applicable)	 	(Account
    Reference, if applicable)
	 	 	 
	 	 	 
	(Address,
    including postal or zip code)	 	(Street
    Address, including postal or zip code – no PO Boxes permitted)
	 	 	 
	 	 	 
	 	 	(Telephone
    Number)
	 	 	 
	Number
    and kind of securities of the Issuer held, directly or indirectly, or over which control or direction is exercised by, the
    Subscriber, if any (i.e., shares, warrants, options):	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 






     


    	 	 - 3 -	 



    

 


ACCEPTANCE


 


The
Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription
agreement (this “Agreement”) as of the _____ day of _________________________, 2016.


 


bBOOTH,
INC.


 


	Per:
    	 	 
	 	Authorized
    Signatory	 






 


	Address:	346 S. Hauser Blvd., Suite 210	 
	 	Los Angeles, CA, USA 90036	 
	Phone:	855
    250-2300	 
	Fax:	(646)
    349-1623	 
	Email:
    	rory@bbooth.com	 
	Attention:	Rory
    J. Cutaia, CEO	 


 




     


    	 	 - 4 -	 



    


 


TERMS
AND CONDITIONS OF SUBSCRIPTION FOR SHARES 


 


	1.	Subscription



 


1.1       On
the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber
hereby irrevocably subscribes for and agrees to purchase such number of Shares as is set forth on page 2 of this Agreement at
a price of $_____ per Share for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription
and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Shares to the Subscriber,
effective upon the Issuer’s acceptance of this Agreement.


 


1.2       The
Subscriber acknowledges that the Shares have been offered to the Subscriber as part of an offering by the Issuer (the “Offering”).


 


1.3       All
dollar amounts referred to in this Agreement are in lawful money of the United States of America, unless otherwise indicated.


 


	2.	Payment



 


2.1       The
Subscription Amount must accompany this Subscription and will be paid: (i) if the Subscriber is drawing funds from a Canadian
bank to pay for this Subscription, by a certified check or bank draft drawn on a Canadian chartered bank or by wire transfer to
the Issuer pursuant to wiring instructions provided by the Issuer set out in Exhibit C annexed hereto; or (ii) if the Subscriber
is drawing funds from any source other than a Canadian chartered bank to pay for this Subscription, then by bank draft, certified
check or by wire transfer to the Issuer pursuant to wiring instructions provided by the Issuer set out in Exhibit C annexed hereto.
Any Subscription Amount received by the Issuer in advance of the Closing (as defined below) will be held in trust by the Issuer
for the Subscriber until the Closing and shall not bear interest.


 


2.2       The
completion of the purchase and sale of the Shares subscribed for hereunder and the issuance of the Shares subscribed for pursuant
to this Agreement (the “Closing”) will take place on such date or dates as determined by the Issuer. The Subscriber
acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection herewith
will be held by the Issuer in escrow until the first Closing. In the event that this Agreement is not accepted by the Issuer for
whatever reason, which the Issuer expressly reserves the right to do, the Issuer will return the Subscription Amount (without
interest thereon) to the Subscriber at the address of the Subscriber as set forth on page 2 of this Agreement, or as otherwise
directed by the Subscriber.


 


	3.	Documents
                                         Required from Subscriber



 


3.1       The
Subscriber must complete, sign and return to the Issuer the following documents:


 


	 	(a)	this
    Agreement;
	 	 	 
	 	(b)	if
    the Subscriber is not a U.S. Purchaser (as defined in Exhibit B) and is resident in Canada, the Non-U.S. Investor Questionnaire
    (the “Non-U.S. Questionnaire”) attached as Exhibit A that starts on page 18;
	 	 	 
	 	(c)	if
    the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the U.S. Investor Questionnaire (the “U.S. Questionnaire”
    and, together with the Non-U.S. Questionnaire, the “Questionnaires”) attached as Exhibit B that starts
    on page 23; and
	 	 	 
	 	(d)	such
    other supporting documentation as the Issuer or the Issuer’s legal counsel (the “Issuer’s Counsel”)
    may request to establish the Subscriber’s qualification as a qualified investor,


 









     


    	 	 - 5 -	 



    

 





and
the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber
has provided all of such documents to the Issuer.


 


3.2       As
soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional
documents, questionnaires, notices and undertakings as may be reasonably required by any regulatory authorities or applicable
laws.


 


3.3       The
Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is
not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s
Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent
legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants
to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.


 


	4.	Conditions
                                         and Closing



 


4.1       The
date of the Closing (the “Closing Date”) will occur on such date or dates as may be determined by the Issuer
in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.


 


4.2       The
Closing will be conditional upon and subject to:


 


	 	(a)	the
    Issuer obtaining all necessary approvals and consents for the Offering; 
	 	 	 
	 	(b)	the
    Issuer receiving a completed copy of this Agreement, the applicable Questionnaires and the Subscription Amount; and
	 	 	 
	 	(c)	the
    issue and sale of the Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering
    memorandum under applicable securities laws relating to the sale of the Shares, or the Issuer having received such orders,
    consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering
    memorandum.


 


4.3       The
Subscriber acknowledges that a certificate representing the Shares will be available for delivery to the Subscriber within five
business days of the Closing Date.


 


	5.	Acknowledgements
                                         and Agreements of the Subscriber



 


5.1       The
Subscriber acknowledges and agrees that:


 


	 	(a)	none
    of the Shares have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933
    Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so
    registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in
    Regulation S promulgated under the 1933 Act (“Regulation S”)), except in accordance with the provisions
    of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or
    in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable
    state, provincial and foreign securities laws; 


 




     


    	 	 - 6 -	 



    


 


	 	(b)	the
    Issuer has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable
    securities laws;
	 	 	 
	 	(c)	the
    Issuer will refuse to register the transfer of any of the Shares to a person in the United States, to a U.S. Person or to
    a person acting for the account or benefit of a U.S. Person not made pursuant to an effective registration statement under
    the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in
    accordance with all applicable securities laws;
	 	 	 
	 	(d)	the
    Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and
    agreements of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of
    such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly
    notify the Issuer;
	 	 	 
	 	(e)	there
    are risks associated with the purchase of the Securities, including the risk that the Subscriber may lose the entire Subscription
    Amount;
	 	 	 
	 	(f)	the
    Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of, and receive answers
    from, the Issuer in connection with the distribution of the Shares hereunder, and to obtain additional information, to the
    extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information
    about the Issuer;
	 	 	 
	 	(g)	finder’s
    fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer in connection
    with the Offering;
	 	 	 
	 	(h)	the
    books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions,
    by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books
    in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber and/or
    its advisor(s);
	 	 	 
	 	(i)	all
    of the information which the Subscriber has provided to the Issuer is correct and complete and if there should be any change
    in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of
    any such change;
	 	 	 
	 	(j)	the
    Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaires,
    as applicable, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result
    of the Subscriber’s failure to correctly complete this Agreement or the Questionnaires;
	 	 	 
	 	(k)	any
    resale of the Shares by the Subscriber will be subject to resale restrictions contained in the securities laws applicable
    to the Issuer, the Subscriber and any proposed transferee, including resale restrictions imposed under United States and Canadian
    securities laws, and it is the responsibility of the Subscriber to find out what applicable resale restrictions are and to
    comply with such restrictions before selling any of the Shares;


 




     


    	 	 - 7 -	 



    


 


	 	(l)	the
    Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits
    and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible
    (and the Issuer is not in any way responsible) for compliance with:


 


	 	(i)	any
    applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares
    hereunder, and
	 	 	 
	 	(ii)	applicable
    resale restrictions with respect to the Shares; 


 


	 	(m)	there
    may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares, and the Issuer gives no
    opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal,
    state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Shares;
    
	 	 	 
	 	(n)	the
    Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber
    with a prospectus and to sell the Shares through a person registered to sell securities under applicable securities laws,
    and, as a consequence of acquiring the Shares pursuant to such exemption, certain protections, rights and remedies provided
    by applicable securities laws, such as statutory rights of rescission or damages, will not be available to the Subscriber;
	 	 	 
	 	(o)	no
    documents in connection with the issuance of the Shares have been reviewed by the United States Securities and Exchange Commission
    (the “SEC”) or any other securities regulators;
	 	 	 
	 	(p)	neither
    the SEC nor any Canadian securities commissions or similar regulatory authorities in any other jurisdictions have reviewed
    or passed on the merits of any of the Shares; 
	 	 	 
	 	(q)	there
    is no government or other insurance covering any of the Shares;
	 	 	 
	 	(r)	the
    Shares are “restricted securities” as such term is defined under Rule 144 of the 1933 Act and will be subject
    to a hold period in relation to offers and sales of the Shares thereunder, which may be an indefinite period of time;
	 	 	 
	 	(s)	 if
    it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Shares absent registration under
    the 1933 Act, it will not offer, sell, pledge or otherwise transfer, directly or indirectly, any of the Shares, except:


 


	 	(i)	to
    the Issuer, 
	 	 	 
	 	(ii)	outside
    the United States in an “offshore transaction” in compliance with the requirements of Rule 904 of Regulation S,
    if available, and in compliance with applicable local laws and regulations,
	 	 	 
	 	(iii)	in
    compliance with an exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and in accordance
    with any applicable state securities laws, or


 




     


    	 	 - 8 -	 



    


 


	 	(iv)	in
    a transaction that does not require registration under the 1933 Act or any applicable state securities laws, and
	 	 	 
	 	(v)	in
    the case of subparagraph (iii) or (iv), it has furnished to the Issuer an opinion of counsel of recognized standing in form
    and substance reasonably satisfactory to counsel to the Issuer’s Counsel to such effect; and


 


	 	(t)	this
    Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right
    to reject this Subscription for any reason.


 


	6.	Representations
                                         and Warranties of the Subscriber



 


6.1       The
Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:


 


	 	(a)	the
    Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
	 	 	 
	 	(b)	unless
    the Subscriber has completed Exhibit B, in which case the Subscriber makes the representations and warranties contained therein:


 


	 	(i)	the
    Subscriber is not in the United States, is not a U.S. Person, is not purchasing the Shares for the account or benefit of a
    U.S. Person, did not receive the offer to buy the Shares while in the United States and it (or its authorized signatory) was
    outside of the United States at the time its buy order was placed and this Agreement was executed,
	 	 	 
	 	(ii)	offers
    and/or sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period referred to
    herein as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions
    set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or pursuant to an exemption therefrom,
    and all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions
    of the 1933 Act or an exemption therefrom, and in each case only in accordance with applicable state, provincial and foreign
    securities laws,
	 	 	 
	 	(iii)	it
    has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as
    defined in Regulation S) in the United States in respect of any of the Shares, which would include any activities undertaken
    for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States
    for the sale of the Shares, and
	 	 	 
	 	(iv)	hedging
    transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the
    1933 Act and in each case only in accordance with applicable securities laws;


 


	 	(c)	if
    the Subscriber is resident outside of Canada and the United States:


 


	 	(i)	the
    Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application
    in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would
    apply to the offer and sale of the Shares,


 




     


    	 	 - 9 -	 



    


 


	 	(ii)	the
    Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws
    or, if such is not applicable, the Subscriber is permitted to purchase the Shares under applicable securities laws of the
    International Jurisdiction without the need to rely on any exemptions,
	 	 	 
	 	(iii)	the
    applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals
    of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue,
    sale or resale of any of the Shares,
	 	 	 
	 	(iv)	the
    purchase of the Shares by the Subscriber does not trigger:


 


	 	A.	any
    obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the
    International Jurisdiction, or
	 	 	 
	 	B.	any
    continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and


 


	 	(v)	the
    Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International
    Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of
    the Issuer, acting reasonably;


 


	 	(d)	the
    Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences,
    (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable
    of evaluating the merits and risks of its prospective investment in the Shares, (iv) is able to bear the economic risks of
    an investment in the Shares for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;
	 	 	 
	 	(e)	the
    Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required
    pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws
    of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained
    to authorize execution and performance of this Agreement on behalf of the Subscriber;
	 	 	 
	 	(f)	the
    entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms
    and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement,
    written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
	 	 	 
	 	(g)	the
    Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber,
    enforceable against the Subscriber in accordance with its terms;
	 	 	 
	 	(h)	the
    Subscriber has received and carefully read this Agreement;
	 	 	 
	 	(i)	the
    Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including that the Subscriber
    could lose its entire investment;


 




     


    	 	 - 10 -	 



    


 


	 	(j)	the
    Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees
    that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares;
	 	 	 
	 	(k)	the
    Subscriber is purchasing the Shares as principal for its own account for investment purposes only and not for the account
    of any other person, and not for distribution, assignment or resale to others, and no other person has a direct or indirect
    beneficial interest in the Shares, and the Subscriber has not subdivided its interest in any of the Shares with any other
    person;
	 	 	 
	 	(l)	the
    Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual
    agreement or otherwise, in the distribution of the Shares;
	 	 	 
	 	(m)	the
    Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form
    of general solicitation or general advertising, including advertisements, articles, notices or other communications published
    in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees
    have been invited by general solicitation or general advertising; 
	 	 	 
	 	(n)	no
    person has made to the Subscriber any written or oral representations:


 


	 	(i)	that
    any person will resell or repurchase any of the Shares,
	 	 	 
	 	(ii)	that
    any person will refund the purchase price of any of the Shares, or
	 	 	 
	 	(iii)	as
    to the future price or value of any of the Shares;


 


	 	(o)	the
    funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the Uniting and Strengthening
    America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”)
    and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and
    other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; 
	 	 	 
	 	(p)	no
    portion of the Subscription Amount to be provided by the Subscriber: (i) has been or will be derived from or related to any
    activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being
    tendered on behalf of a person or entity who has not been identified to or by the Subscriber; and
	 	 	 
	 	(q)	the
    Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of the foregoing representations ceases to
    be true and will provide the Issuer with appropriate information in connection therewith.


 


6.2       In
this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and, for the purpose
of this Agreement, includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the
United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership
or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not
registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural
persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.


 




     


    	 	 - 11 -	 



    


 


	7.	Representations
                                         and Warranties will be Relied Upon by the Issuer



 


7.1       The
Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement and the Questionnaires,
as applicable, are made by the Subscriber with the intention that such representations and warranties will be relied upon by the
Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Shares under applicable
laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Shares
under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificate(s) representing the Shares,
it will be representing and warranting that the representations and warranties contained herein are true and correct at the time
of delivery with the same force and effect as if they had been made by the Subscriber at such time, and that they will survive
the purchase by the Subscriber of the Shares, and will continue in full force and effect thereafter for the benefit of the Issuer,
notwithstanding any subsequent disposition by the Subscriber of the Shares.


 


	8.	Legending
                                         of Shares



 


8.1       If
the Subscriber is a U.S. Person, the Subscriber acknowledges that, upon the issuance thereof, and until such time as the same
is no longer required under applicable securities laws, any certificates representing any of the Shares will bear a legend in
substantially the following form:


 


“NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.”.


 


8.2       If
the Subscriber is not a U.S. Person, the Subscriber hereby acknowledges that, upon the issuance thereof, and until such time as
the same is no longer required under applicable securities laws, any certificates representing any of the Shares will bear legends
in substantially the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT IN THE UNITED STATES OR ARE
NOT U.S. PERSONS AND ARE NOT ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). 


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT.”


 




     


    	 	 - 12 -	 



    


 


8.3       If
the Subscriber is a resident of Canada, the Subscriber acknowledges that, upon the issuance thereof, and until such time as the
same is no longer required under applicable securities laws, any certificates representing any of the Shares will bear an additional
legend in substantially the following form:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS
AND A DAY AFTER THE LATER OF (I) [INSERT DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE
OR TERRITORY.”


 


8.4       The
Subscriber hereby acknowledges and agrees to the Issuer making a notation on its records or giving instructions to the registrar
and transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described in this Agreement.


 


8.5       The
Subscriber acknowledges that any applicable hold periods with respect to the Shares may be indefinite and the Subscriber may not
be able to trade or resell the Shares for an indefinite period.


 


	9.	Collection
                                         of Personal Information



 


9.1       The
Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for
the purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information
(and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be included
in record books in connection with the Offering and may be disclosed by the Issuer to: (a) stock exchanges or securities regulatory
authorities; (b) the Issuer’s registrar and transfer agent; (c) any tax authorities; (d) authorities pursuant to any money
laundering or terrorist financing legislation; and (e) any of the other parties involved in the Offering. By executing this Agreement,
the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information
(and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing
purposes and to the retention of such personal information for as long as permitted or required by applicable laws. Notwithstanding
that the Subscriber may be purchasing the Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide,
on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal
has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.


 


9.2       The
Subscriber is hereby notified and agrees that:


 


	 	(a)	the
    Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription,
    including any Canadian provincial securities commissions, the SEC and/or any state securities commissions (collectively, the
    “Commissions”), certain personal information pertaining to the Subscriber, including the Subscriber’s
    full name, residential address and telephone number, the number of Shares or other securities of the Issuer owned by the Subscriber,
    the number of Shares purchased by the Subscriber, the total Subscription Amount paid for the Shares, the prospectus exemption
    relied on by the Issuer and the date of distribution of the Shares;
	 	 	 
	 	(b)	such
    information is being collected indirectly by the Commissions under the authority granted to them in applicable securities
    laws;
	 	 	 
	 	(c)	such
    information is being collected for the purposes of the administration and enforcement of applicable securities laws; and


 




     


    	 	 - 13 -	 



    


 


	 	(d)	the
    Subscriber may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s
    indirect collection of such information at the following address and telephone number:


 


Administrative
Assistant to the Director of Corporate Finance

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Telephone: (416) 593-8086.


 


	10.	Costs



 


10.1       The
Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements
of any special counsel retained by the Subscriber) relating to the purchase of the Shares will be borne by the Subscriber.


 


	11.	Governing
                                         Law



 


11.1       This
Agreement is governed by the laws of the State of Nevada and the federal laws of the United States applicable therein. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each beneficial or undisclosed purchaser for whom it is
acting, irrevocably attorns to the exclusive jurisdiction of the courts of the State of Nevada.


 


	12.	Survival



 


12.1       This
Agreement, including, without limitation, the representations, warranties and covenants contained herein, will survive and continue
in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the purchase of
the Shares by the Subscriber.


 


	13.	Assignment



 


13.1       This
Agreement is not transferable or assignable.


 


	14.	Severability



 


14.1       The
invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability
of the remaining provisions of this Agreement.


 


	15.	Entire
                                         Agreement



 


15.1       Except
as expressly provided in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated
or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Shares
and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute
or common law, by the Issuer or by anyone else.


 


	16.	Notices



 


16.1       All
notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable
of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of
this Agreement and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.


 




     


    	 	 - 14 -	 



    


 


	17.	Counterparts
                                         and Electronic Means



 


17.1       This
Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original
and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and
delivery of this Agreement as of the Closing Date.


 


	18.	Exhibits



 


18.1       The
exhibits attached hereto form part of this Agreement.


 


	19.	Indemnity



 


19.1       The
Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors
and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim,
lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation
or warranty of the Subscriber contained in this Agreement, the applicable Questionnaire, or in any document furnished by the Subscriber
to the Issuer in connection herewith being untrue in any material respect, or any breach or failure by the Subscriber to comply
with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.


 




     


    	 	 - 15 -	 



    


 


EXHIBIT
A


 


NON-U.S.
INVESTOR QUESTIONNAIRE


 


TO:bBOOTH,
INC. (the “Issuer”)


 


RE:Purchase
of Shares (the “Shares”) of the Issuer


 


 






 


Capitalized
terms used in this Non-U.S. Investor Questionnaire (this “Questionnaire”)
and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber
(as defined herein) and the Issuer to which this Exhibit A is attached.


 


In
connection with the purchase by the Subscriber (being the undersigned, or if the undersigned is purchasing the Shares as agent
on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”)
of the Shares, the Subscriber hereby represents, warrants and certifies (which representations, warranties, covenants and certifications
will survive the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon) that the Subscriber:


 


		(i)	is
                                         purchasing the Shares as principal (or deemed principal under the terms of National Instrument
                                         45-106 - Prospectus and Registration Exemptions adopted by the Canadian Securities
                                         Administrators (“NI 45-106”)); and



 


		(ii)	(A)
                                         is resident in or is subject to the laws of one of the following (check one):



 


	 	[  ]
    Alberta	[  ]
    New Brunswick	[  ]
    Prince Edward Island
	 	 	 	 
	 	[  ]
    British Columbia	[  ]
    Nova Scotia	[  ]
    Quebec
	 	 	 	 
	 	[  ]
    Manitoba	[  ]
    Ontario	[  ]
    Saskatchewan
	 	 	 	 
	 	[  ]
    Newfoundland and Labrador


 


In
connection with the purchase of the Shares, the Subscriber hereby represents, warrants, covenants and certifies that the Subscriber
is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying one of the following criteria
(YOU MUST ALSO INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE BELOW):


 


	[  ]	(a)	a
    person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person
    registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities
    Act (Newfoundland and Labrador);
	 	 	 
	[  ]	(b)	an
    individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative
    of a person referred to in paragraph (a);
	 	 	 
	[  ]	(c)	an
    individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that
    before taxes, but net of any related liabilities, exceeds CDN$1,000,000;
	 	 	 
	[  ]	(d)	an
    individual whose net income before taxes exceeded CDN$200,000 in each of the 2 most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded CDN$300,000 in each of the 2 most recent calendar years and who, in either
    case, reasonably expects to exceed that net income level in the current calendar year;


 




     


    	 	 - 16 -	 



    


 


	[  ]	(e)	an
    individual who, either alone or with a spouse, has net assets of at least CDN$5,000,000;
	 	 	 
	[  ]	(f)	a
    person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently
    prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited
    investor as defined in this paragraph (f);
	 	 	 
	[  ]	(g)	an
    investment fund that distributes or has distributed its securities only to


 


	 	(i)	a
    person that is or was an accredited investor at the time of the distribution,
	 	 	 
	 	(ii)	a
    person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment]
    of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or
	 	 	 
	 	(iii)	a
    person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment]
    of NI 45-106;


 


	[  ]	(h)	an
    investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the
    regulator or, in Québec, the securities regulatory authority, has issued a receipt;
	 	 	 
	[  ]	(i)	a
    trust company or trust company registered or authorized to carry on business under the Trust and Loan Companies Act
    (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully
    managed account managed by the trust company or trust company, as the case may be;
	 	 	 
	[  ]	(j)	a
    person acting on behalf of a fully managed account managed by that person, if that person


 


	 	(i)	is
    registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction
    of Canada or a foreign jurisdiction, and
	 	 	 
	 	(ii)
    	in
    Ontario, is purchasing a security that is not a security of an investment fund;


 


	[  ]	(k)	a
    registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility
    adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice
    on the securities being traded,
	 	 	 
	[  ]	(l)	an
    entity organized in a foreign jurisdiction that is analogous to the entity referred to in paragraph (a) in form and function;
	 	 	 
	[  ]	(m)	a
    person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors;
	 	 	 
	[  ]	(n)	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;
    or
	 	 	 
	[  ]	(o)	a
    person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the
    regulator as an accredited investor.


 




     


    	 	 - 17 -	 



    


 


For
the purposes hereof:


 


“control
person” means


 


	 	(i)	a
    person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect
    materially the control of the issuer, or
	 	 	 
	 	(ii)	each
    person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding,
    which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to
    affect materially the control of the issuer,


 


and,
if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of
an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number
of the voting rights to affect materially the control of the issuer;


 


“director”
means


 


	 	(i)	a
    member of the board of directors of a company or an individual who performs similar functions for a company, and 
	 	 	 
	 	(ii)	with
    respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;


 


“eligibility
adviser” means


 


	 	(i)	a
    person that is registered as an investment dealer and authorized to give advice with respect to the type of security being
    distributed; and
	 	 	 
	 	(ii)	in
    Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction
    of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants,
    certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or
    public accountant must not: 


 


	 	(A)	have
    a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or
    control persons, and 
	 	 	 
	 	(B)	have
    acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a
    person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control
    persons within the previous 12 months;


 


“executive
officer” means, for an issuer, an individual who is


 


	 	(i)	a
    chair, vice-chair or president, 
	 	 	 
	 	(ii)	a
    vice-president in charge of a principal business unit, division or function including sales, finance or production, or 
	 	 	 
	 	(iii)	performing
    a policy-making function in respect of the issuer; 


 




     


    	 	 - 18 -	 



    


 


“foreign
jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;


 


“founder”
means, in respect of an issuer, a person who,


 


	 	(i)	acting
    alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing
    or substantially reorganizing the business of the issuer, and 
	 	 	 
	 	(ii)	at
    the time of the distribution or trade is actively involved in the business of the issuer;


 


“financial
assets” means


 


	 	(i)	cash,
	 	 	 
	 	(ii)	securities,
    or
	 	 	 
	 	(iii)	a
    contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;


 


“fully
managed account” means an account of a client for which a person makes the investment decisions if that person has full
discretion to trade in securities for the account without requiring the client’s express consent to a transaction;


 


“investment
fund” means a mutual fund or a non-redeemable investment fund, and, for great certainty in British Columbia, includes
an employee venture capital corporation and a venture capital corporation as such terms are defined in National Instrument 81-106
Investment Fund Continuous Disclosure;


 


“jurisdiction”
or “jurisdiction of Canada” means a province or territory of Canada except when used in the term foreign jurisdiction;


 


“non-redeemable
investment fund” means an issuer:


 


	 	(i)	whose
    primary purpose is to invest money provided by its securityholders;
	 	 	 
	 	(ii)	that
    does not invest


 


	 	(A)	for
    the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable
    investment fund, or
	 	 	 
	 	(B)	for
    the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a
    mutual fund or a non-redeemable investment fund, and


 


	 	(iii)	that
    is not a mutual fund;


 


“person”
includes


 


	 	(i)	an
    individual;
	 	 	 
	 	(ii)	a
    corporation;
	 	 	 
	 	(iii)	a
    partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated
    or not; and
	 	 	 
	 	(iv)	an
    individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal
    representative;


 


“related
liabilities” means


 


	 	(i)	liabilities
    incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
	 	 	 
	 	(ii)	liabilities
    that are secured by financial assets;


 




     


    	 	 - 19 -	 



    


 


“spouse”
means, an individual who,


 


	 	(i)	is
    married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the
    other individual,
	 	 	 
	 	(ii)	is
    living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals
    of the same gender, or
	 	 	 
	 	(iii)	in
    Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of
    the Adult Interdependent Relationships Act (Alberta); and


 


“subsidiary”
means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.


 


The
Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire
and as of the Closing and that they will survive the completion of the issue of the Shares.


 


The
Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they
be relied upon in determining the suitability of the Subscriber to acquire the Shares and that this Questionnaire is incorporated
into and forms part of the Agreement, and the Subscriber undertakes to immediately notify the Issuer of any change in any statement
or other information relating to the Subscriber set forth herein which takes place prior to the Closing.


 


By
completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available to the public under applicable legislation. 


 


	DATED
    as of                day of                   ,
    2016.	 	 


 


	 	 
	 	Print Name of Subscriber (or person signing as agent)


 


	 	 	By:	 
	 	 	 	Signature
	 	 	 	 
	 	 	 	 
	 	 	 	Title


 




     


    	 	 - 20 -	 



    


 


EXHIBIT
B


 


U.S.
INVESTOR QUESTIONNAIRE


 


TO:bBOOTH,
INC. (the “Issuer”)


 


RE:Purchase
of Shares (the “Shares”) of the Issuer


 





 



 


Capitalized
terms used in this U.S. Investor Questionnaire (this “Questionnaire”)
and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber
(as defined herein) and the Issuer to which this Exhibit B is attached.


 


This
Questionnaire applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person,
(b) any person purchasing the Shares for the account or benefit of any U.S. Person, (c) any person that receives or received an
offer of the Shares while in the United States, or (d) any person that is (or whose authorized signatory is) in the United States
at the time the Subscriber’s buy order was made or this Agreement was executed or delivered.


 


In
connection with the purchase by the Subscriber (being the undersigned, or if the undersigned is purchasing the Shares as agent
on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”)
of the Shares, the Subscriber hereby represents, warrants, covenants and certifies (which representations, warranties, covenants
and certifications will survive the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon) that:


 


	1.	it
    is not resident in Canada;
	 	 
	2.	it
    has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
    an investment in the Shares and it is able to bear the economic risk of loss of its entire investment;
	 	 
	3.	the
    Issuer has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the
    Offering and it has had access to such information concerning the Issuer as it has considered necessary or appropriate in
    connection with its investment decision to acquire the Shares;
	 	 
	4.	it
    is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution
    or other disposition of the Shares in violation of the United States securities laws;
	 	 
	5.	it
    (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii)
    has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares
    for an indefinite period of time;


 




     


    	 	 - 21 -	 



    


 


	6.	if
    the Subscriber is an individual (that is, a natural person and not a corporation, partnership, trust or other entity), then
    it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):


 


	 	___________	a
    natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds US$1,000,000. For purposes
    of this category, “net worth” means the excess of total assets at fair market value (including personal and real
    property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities
    excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the
    mortgage was incurred more than 60 days before the Shares are purchased, but includes (i) any mortgage amount in excess of
    the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60 day period before the Closing
    Date for the purpose of investing in the Shares,
	 	 	 
	 	___________	a
    natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income
    with their spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income
    level in the current year, or
	 	 	 
	 	___________	a
    director or executive officer of the Issuer;


 


	7.	if
    the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated
    below (please place an “X” on the appropriate lines):


 


	 	___________	an
    organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or
    similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess
    of US$5,000,000,
	 	 	 
	 	___________	a
    “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution
    as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section
    2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or
    a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by
    the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United
    States); a plan with total assets in excess of US$5,000,000 established and maintained by a state, a political subdivision
    thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees;
    an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States)
    whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank,
    savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total
    assets in excess of US$5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that
    are accredited investors,
	 	 	 
	 	___________	a
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United
    States),
	 	 	 
	 	___________	a
    trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act, or
	 	 	 
	 	___________	an
    entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6
    of this Questionnaire;


 




     


    	 	 - 22 -	 



    


 


	8.	it
    has not purchased the Shares as a result of any form of general solicitation or general advertising (as those terms are used
    in Regulation D under the 1933 Act), including advertisements, articles, notices or other communications published in any
    newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or
    any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
	 	 
	9.	if
    the Subscriber decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer
    any of such Shares, directly or indirectly, unless:


 


	 	(a)	the
    sale is to the Issuer,
	 	 	 
	 	(b)	the
    sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933
    Act and in compliance with applicable local laws and regulations in which such sale is made,
	 	 	 
	 	(c)	the
    sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder
    and in accordance with any applicable state securities or “blue sky” laws, or
	 	 	 
	 	(d)	the
    Shares are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations
    governing the offer and sale of securities, and
	 	 	 
	 	(e)	it
    has, prior to such sale pursuant to subsection (c) or (d), furnished to the Issuer an opinion of counsel of recognized standing
    reasonably satisfactory to the Issuer, to such effect;


 


	10.	it
    understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the
    Shares;
	 	 
	11.	it
    consents to the Issuer making a notation on its records or giving instructions to any transfer agent of the Issuer in order
    to implement the restrictions on transfer set forth and described in this Questionnaire and the Agreement;
	 	 
	12.	it
    is resident in the United States of America, its territories and possessions or any state of the United States or the District
    of Columbia (collectively the “United States”), is a U.S. Person, is acting for the account or benefit
    of a U.S. Person or was (or its authorized signatory was) in the United States at the time the Shares were offered or the
    Agreement was executed; and
	 	 
	13.	it
    understands that the Issuer has no obligation to register any of the Shares under the 1933 Act.


 


The
Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire
and as of the Closing and that they will survive the completion of the issue of the Shares.


 


The
Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they
be relied upon in determining the suitability of the Subscriber to acquire the Shares and that this Questionnaire is incorporated
into and forms part of the Agreement, and the Subscriber undertakes to immediately notify the Issuer of any change in any statement
or other information relating to the Subscriber set forth herein which takes place prior to the Closing.


 




     


    	 	 - 23 -	 



    


 


By
completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available to the public under applicable legislation. 


 


Dated
_____________________________, 2016.


 


	 	X
	 	Signature
    of individual (if Subscriber is an individual)
	 	 
	 	X
	 	Authorized
    signatory (if Subscriber is not an individual)
	 	 
	 	 
	 	Name
    of Subscriber (please print)
	 	 
	 	 
	 	Name
    of authorized signatory (please print)


 




     


    	 	 - 24 -	 



    


 


EXHIBIT
C


 


US
DOLLAR WIRE INSTRUCTIONS


 


TO
SEND A WIRE, YOU WILL NEED TO GIVE THE REMITTING BANK THE FOLLOWING INSTRUCTIONS:


 


	BENEFICIARY:
    	bBooth,
    Inc.
	 	346
    S. Hauser Blvd., Suite 210
	 	Los
    Angeles, CA 90036
	 	 
	BENEFICIARY
    BANK:	Bank
    of America 
	 	466
    N. La Brea Ave
	 	Los
    Angeles, CA 90036
	 	 
	BENEFICIARY
    ACCOUNT NUMBER:	501018819300
    
	 	 
	BANK
    TRANSIT NUMBER:	026009593
	 	 
	INTERMEDIARY
    BANK:	N/A
	 	 
	SWIFT
    CODE:	 026009593