THE
OPTIONS REPRESENTED BY THIS AGREEMENT ARE NOT TRANSFERABLE. NEITHER THE OPTIONS NOR THE OPTIONED SHARES THAT MAY BE ISSUED UPON
EXERCISE OF THE OPTIONS HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
AND HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


STOCK
OPTION AGREEMENT


 


This
AGREEMENT is entered into as of July 15, 2016 (the “Date of Grant”).


 


BETWEEN:


 


bBOOTH,
INC., a company incorporated pursuant to the laws of the State of Nevada, with an office at 346 S. Hauser Blvd, Suite
210, Los Angeles, California, 90036.


 


(the
“Company”)


 


AND:


 


Jeff
Clayborne


 


(the
“Optionee”)


 


WHEREAS:


 


A.
The Company’s board of directors (the “Board”) has approved and adopted a 2014 Stock Option Plan (the
“Plan”), whereby the Board is authorized to grant stock options to purchase shares of common stock of the Company
to the directors, officers, employees, consultants and advisors of the Company or any Parent or Subsidiary of the Company (as
defined herein);


 


B.
The Optionee is an employee of the Company; and


 


C.
The Company wishes to grant stock options to purchase a total of One Million Five Hundred Thousand (1,500,000) Optioned
Shares (as defined herein) to the Optionee as follows:


 


	 	 	Incentive
    Stock Options (as defined herein)
	 	 	 
	 	 	Non-Qualified
    Stock Options (as defined herein)


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.
Definitions


 


1.1
In this Agreement, the following terms shall have the following meanings:


 


	 	(a)	“1933
    Act” means the Securities Act of 1933, as amended;
	 	 	 
	 	(a)	“Accredited
    Investor Questionnaire” means a questionnaire substantially in the form of the Accredited Investor Questionnaire
    attached to this Agreement as Schedule “B”;



 



    	 



    	2



    

 


	 	 	 
	 	(b)	“Board”
    has the meaning ascribed thereto in Recital A of this Agreement;
	 	 	 
	 	(c)	“Code”
    means the Internal Revenue Code of 1986;
	 	 	 
	 	(d)	“Common
    Stock” means the shares of common stock of the Company;
	 	 	 
	 	(e)	“Company
    Information” has the meaning ascribed thereto in Section 5.1(d) of this Agreement;
	 	 	 
	 	(f)	“Date
    of Grant” has the meaning ascribed therefor on page 1 of this Agreement;
	 	 	 
	 	(g)	“Exercise
    Price” means $.11per share;
	 	 	 
	 	(h)	“Expiry
    Date” means July 14, 2021;
	 	 	 
	 	(i)	“Incentive
    Stock Options” means any Options that meet all the requirements under section 422 of the Code;
	 	 	 
	 	(j)	“Non-Qualified
    Stock Options” means any Options that do not qualify as Incentive Stock Options and, thus, do not meet the requirements
    under section 422 of the Code;
	 	 	 
	 	(k)	“Notice
    of Exercise” means a notice in writing addressed to the Company at its address first recited hereto (or such other
    address of which the Company may from time to time notify the Optionee in writing), substantially in the form attached as
    Schedule “D” hereto, which notice shall specify therein the number of Optioned Shares in respect of which the
    Options are being exercised and which notice shall be accompanied by an executed copy of (i) an Accredited Investor Questionnaire
    if the Optionee is at the time of exercise an accredited investor or, (ii) if the Optionee is not an accredited investor at
    the time of exercise, a Prospective Investor Suitability Questionnaire showing that the Optionee qualifies for an exemption
    from the registration requirements imposed by the 1933 Act;
	 	 	 
	 	(l)	“Options”
    means the right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee
    by the Company pursuant to Section 2.1 of this Agreement;
	 	 	 
	 	(m)	“Optioned
    Shares” means the shares of Common Stock that are issued pursuant to the exercise of the Options;
	 	 	 
	 	(n)	“Parent”
    means a company or other entity that owns at least fifty percent (50%) of the outstanding voting stock or voting power of
    the Company;
	 	 	 
	 	(o)	“Plan”
    has the meaning ascribed thereto in Recital A of this Agreement;
	 	 	 
	 	(p)	“Prospective
    Investor Suitability Questionnaire” means a questionnaire substantially in the form of the Prospective Investor
    Suitability Questionnaire attached to this Agreement as Schedule “C”;
	 	 	 
	 	(q)	“SEC”
    means the United States Securities and Exchange Commission;
	 	 	 
	 	(r)	“Securities”
    means, collectively, the Options and the Optioned Shares;
	 	 	 
	 	(s)	“Shareholders”
    means holders of record of the shares of Common Stock;
	 	 	 
	 	(t)	“Subsidiary”
    means a company or other entity, at least fifty percent (50%) of the outstanding voting stock or voting power of which is
    beneficially owned, directly or indirectly, by the Company;
	 	 	 
	 	(u)	“U.S.
    Person” shall have the meaning ascribed thereto in Regulation S under the 1933 Act, and for the purpose of the Agreement
    includes any person in the United States; and
	 	 	 
	 	(v)	“Vested
    Options” means the Options that have vested in accordance with Section 2.2 of this Agreement.


 






    	 



    	3



    

 


1.2
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.


 


2.
The Options


 


2.1
Subject to compliance with applicable laws, the Company hereby grants to the Optionee, on the terms and conditions set out in
this Agreement and in the Plan, Options to purchase a total of ONE MILLION FIVE HUNDRED THOUSAND (1,500,000) Optioned Shares
at the Exercise Price.


 


2.2
The Options will vest in accordance with Schedule “A” to this Agreement. The Options may be exercised immediately
after vesting. Upon the occurrence of a “Change of Control” (as hereinafter defined), all unvested Options shall vest
immediately. For purposes of this Agreement, “Change of Control” means:


 


	 	(a)	the
    acquisition, after the date of this Agreement and excluding any acquisitions from the Company or by the Optionee, by any one
    individual, entity or group of beneficial ownership of 35% or more of either the then outstanding shares of common stock of
    the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
    in the election of directors, which causes a change in the control of the Board resulting from the election by the shareholders
    of the Company of less than a majority of the persons nominated for election by management of the Company;
	 	 	 
	 	(b)	the
    approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company in which the individuals
    and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately
    prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially
    own, directly or indirectly and in the aggregate, more than 50% of the then outstanding shares of common stock and the combined
    voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case
    may be, of the corporation resulting from such reorganization, merger or consolidation, which causes a change in the control
    of the Board resulting from the election by the shareholders of the Company of less than a majority of the persons nominated
    for election by management of the Company; or
	 	 	 
	 	(c)	a
    liquidation or dissolution of the Company or the sale or other disposition of all of the assets of the Company.


 


2.3
The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever.


 


2.4
The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned
Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of
the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of
any tax withholding obligations associated with such exercise.


 


2.5
The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to
receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised
in accordance with the terms of this Agreement and the Plan.


 


2.6
The Options will terminate in accordance with the provisions of the Plan.


 


2.7
Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options
shall be exercisable, in full or in part, at any time after vesting, until termination. If less than all of the shares included
in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry
Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than
one (1) share, it is not exercisable.


 


2.8
Each exercise of the Options shall be by means of delivery of a Notice of Exercise (in the form attached hereto as Schedule “D”)
to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and
accompanied by (i) payment in cash or by certified check or cashier’s check in the amount of the aggregate Exercise Price
for the Common Stock to be purchased, and (ii)(A) if the Optionee is at the time of exercise an accredited investor, an executed
copy of an Accredited Investor Questionnaire dated the same date as the Notice of Exercise or, (B) if the Optionee is not an accredited
investor at the time of exercise, a Prospective Investor Suitability Questionnaire dated the same date as the Notice of Exercise
showing that at the time of exercise the Optionee has such knowledge and experience in financial and business matters that he
is capable of evaluating the merits and risks of the prospective investment in the Optioned Shares. In addition to payment in
cash or by certified check or cashier’s check and if agreed to in advance by the Company, the Optionee or transferee of
the Options may pay for all or any portion of the aggregate Exercise Price by complying with one or more of the following alternatives:


 




    	 



    	4



    

 


	 	(a)	by
    delivering to the Company shares of Common Stock previously held by the Optionee, or by the Company withholding shares of
    Common Stock otherwise deliverable pursuant to the exercise of the Options, which shares of Common Stock received or withheld
    shall have a fair market value at the date of exercise (as determined by the Board) equal to the aggregate exercise price
    to be paid by the Optionee upon such exercise; or
	 	 	 
	 	(b)	by
    complying with any other payment mechanism approved by the Board at the time of exercise.


 


2.9
It is a condition precedent to the exercise of any Options and the issuance of any Optioned Shares that the Optionee execute and/or
deliver to the Company all documents and withholding taxes required in accordance with applicable laws, as determined by the Company
in its sole discretion.


 


2.10
Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect
of which the Optionee shall have exercised the Options in the manner provided in this Agreement or the Plan.


 


2.11
Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of:


 


	 	(a)	the
    terms and conditions on which the Options are granted except to the extent set forth herein; and,
	 	 	 
	 	(b)	a
    consolidation or subdivision of the Company’s share capital or a corporate reorganization,


 


all
to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. A
copy of the Plan is available to the Optionee at no charge, at the Company’s principal executive office. Any provision of
this Agreement that is inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
The Company may modify, extend or renew this Agreement or the Options represented hereby or accept the surrender thereof (to the
extent not previously exercised) and authorize the granting of a new option in substitution therefore (to the extent not previously
exercised), subject at all times to the Plan, the applicable rules of any applicable regulatory authority or stock exchange, and
any applicable laws. Notwithstanding the foregoing provisions of this Section 2.11, the Company shall not have the right to make
any modification which would materially alter the terms of the Options to the Optionee’s detriment or materially impair
any rights of the Optionee hereunder without the consent of the Optionee.


 


2.12
By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options
will be distributed in violation of applicable federal and state laws and regulations. The Optionee further represents and agrees
to provide the Company with any other document reasonably requested by the Company or the Company’s Counsel.


 


3.
Documents Required from Optionee


 


3.1
The Optionee must complete, sign and return to the Company an executed copy of this Agreement.


 


3.2
The Optionee shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, and applicable law.


 


3.3
If the Optionee is a resident of Canada, the Optionee shall complete, sign and return the Canadian Questionnaire (the “Canadian
Questionnaire”) to be provided to the Optionee by the Company.


 




    	 



    	5



    

 


4.
Subject to Plan


 


The
terms of the Options will be subject to the Plan, as may from time to time be amended, and any inconsistencies between this Agreement
and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan. A copy of the Plan
will be delivered to the Optionee, and will be available for inspection at the principal offices of the Company.


 


5.
Acknowledgements of the Optionee


 


5.1
The Optionee acknowledges and agrees that:


 


	 	(a)	the
    Securities have not been registered under the 1933 Act or under any state securities or “blue sky” laws of any
    state of the United States, and are being offered only in a transaction not involving any public offering within the meaning
    of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, except 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 all applicable securities laws;
	 	 	 
	 	(b)	the
    Company has, and will have, no obligation to register any of the Securities under the 1933 Act;
	 	 	 
	 	(c)	the
    Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S,
    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;
	 	 	 
	 	(d)	the
    decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation
    as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of publicly available
    information regarding the Company that is available on the website of the SEC at www.sec.gov (the “Company Information”);
	 	 	 
	 	(e)	there
    are risks associated with an investment in the Securities;
	 	 	 
	 	(f)	the
    Optionee and the Optionee’s advisor(s) (if applicable) have had a reasonable opportunity to ask questions of and receive
    answers from the Company in connection with the distribution of the Securities 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 Company;
	 	 	 
	 	(g)	the
    books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality
    restrictions, by the Optionee during reasonable business hours at its principal place of business, and all documents, records
    and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Optionee,
    the Optionee’s attorney and/or advisor(s) (if applicable);
	 	 	 
	 	(h)	the
    Company, its officers, directors, counsel and agents are entitled to rely upon the truth and accuracy of the acknowledgements,
    representations, warranties, statements, answers, covenants and agreements contained in this Agreement and agrees that if
    any of such acknowledgements, representations, warranties, statements, answers, covenants, and agreements should become, by
    the passage of time after the date of this Agreement, no longer accurate or should be breached, the Optionee shall promptly
    notify the Company, and the Optionee will hold harmless the Company from any loss or damage it may suffer as a result of the
    Optionee’s failure to correctly complete or comply with the terms of this Agreement;
	 	 	 
	 	(i)	the
    Optionee has been advised to consult its own legal, tax and other advisors with respect to the merits and risks regarding
    the exercise of the Options and the issuance of the Optioned Shares and with respect to applicable resale restrictions and
    it is solely responsible (and the Company is in not any way responsible) for compliance with applicable resale restrictions;
	 	 	 
	 	(j)	the
    Optionee acknowledges that if the Options qualify as Incentive Stock Options, there may be no regular federal income tax liability
    upon the exercise of the Options, although the excess, if any, of the fair market value of such Optioned Shares on the date
    of exercise over the Exercise Price may be treated as a tax preference item for federal alternative minimum tax purposes and
    may subject the Optionee to the alternative minimum tax in the year of exercise;
	 	 	 




    	 



    	6



    

 


	 	(k)	the
    Optionee has (i) a pre-existing personal or business relationship with the Company and/or one or more of its officers or directors
    that would enable a reasonably prudent purchaser to be aware of your character, business acumen and general business and financial
    circumstances; or (ii) the capacity to protect the Optionee’s own interests in connection with the acquisition of the
    Options, by reason of the Optionee’s business or financial experience or that of the Optionee’s professional advisors;
	 	 	 
	 	(l)	the
    Optionee will indemnify and hold harmless the Company 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 Optionee contained herein or in any document furnished by the Optionee to the Company in
    connection herewith being untrue in any material respect or any breach or failure by the Optionee to comply with any covenant
    or agreement made by the Optionee to the Company in connection therewith;
	 	 	 
	 	(m)	the
    Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to
    the Optionee that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except
    that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board
    and the OTCQB operated by the OTC Markets Group;
	 	 	 
	 	(n)	neither
    the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
	 	 	 
	 	(o)	no
    documents in connection with this Agreement have been reviewed by the SEC or any state securities administrators;
	 	 	 
	 	(p)	there
    is no government or other insurance covering any of the Securities; and
	 	 	 
	 	(q)	this
    Agreement is not enforceable by the Optionee unless it has been accepted by the Company.


 


6.
Representations, Warranties and Covenants of the Optionee


 


The
Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall
survive the closing) that:


 


	 	(a)	the
    Optionee is an employee, a director, an officer, a consultant or a member of the advisory board of the Company, as applicable;
	 	 	 
	 	(b)	the
    Optionee is a U.S. Person, unless the Optionee has completed, signed and delivered the Canadian Questionnaire;
	 	 	 
	 	(c)	the
    Optionee has received and carefully read this Agreement and the Company Information;
	 	 	 
	 	(d)	the
    Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise
    of the Options will be used by the Company as working capital for general corporate purposes;
	 	 	 
	 	(e)	the
    Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable
    against the Optionee in accordance with its terms;
	 	 	 
	 	(f)	the
    Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant
    hereto and, if the Optionee is a corporation, 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 Optionee;



 



    	 



    	7



    

 


	 	(g)	the
    Optionee:


 


	 	(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 Securities for an indefinite period of time, and can afford the complete
    loss of such investment;


 


	 	(h)	the
    Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits
    and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and
    experience in these matters through the information requested in this Agreement;
	 	 	 
	 	(i)	the
    Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss
    of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk
    Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
	 	 	 
	 	(j)	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 Optionee, or of any agreement,
    written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
	 	 	 
	 	(k)	the
    Optionee is purchasing the Securities 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
    is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
	 	 	 
	 	(l)	the
    Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating,
    pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
	 	 	 
	 	(m)	the
    Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements,
    representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements,
    representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly
    notify the Company;
	 	 	 
	 	(n)	the
    Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has
    depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever
    for the Optionee’s decision to acquire the Securities;
	 	 	 
	 	(o)	the
    Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities 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; and
	 	 	 
	 	(p)	no
    person has made to the Optionee any written or oral representations:


 


	 	(i)	that
    any person will resell or repurchase any of the Securities,



 



    	 



    	8



    

 


	 	(ii)	that
    any person will refund the purchase price of any of the Securities,
	 	 	 
	 	(iii)	as
    to the future price or value of any of the Securities, or
	 	 	 
	 	(iv)	that
    any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or
    that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer
    quotation system, except that currently certain market makers make market in the shares of the Company’s common stock
    on the OTC Bulletin Board and the OTCQB on the OTC Markets Group.


 


7.
Acknowledgement and Waiver


 


The
Optionee hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages
to which the Optionee might be entitled in connection with the distribution of any of the Securities.


 


8.
Professional Advice


 


The
acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under
federal and state tax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly,
the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with
this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered with the assistance
of the Optionee’s professional advisors, the Optionee should consider: (a) whether upon the exercise of Options, the Optionee
will file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code and the implications of alternative
minimum tax pursuant to the Code; (b) the merits and risks of an investment in the underlying Optioned Shares; and (c) any resale
restrictions that might apply under applicable securities laws.


 


9.
Legending of Subject Securities


 


9.1
The Optionee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing any of the Optioned Shares will bear a legend in
substantially the following form:


 


U.S.
Residents:


 


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, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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
STATE SECURITIES LAWS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.


 


Canadian
Residents:


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
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, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.


 




    	 



    	9



    

 


THE
HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT TRADE SUCH SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS
IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.


 


9.2
The Optionee hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.


 


10.
Resale restrictions


 


10.1
This Agreement and the Options represented hereby are not transferable. Optioned Shares received upon exercise of any Options
will be subject to resale restrictions contained in the securities legislation applicable to the Company and the Optionee. The
Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for compliance
with applicable resale restrictions.


 


10.2
If the Optionee is not a resident of Canada, the Optionee represents, warrants and acknowledges that:


 


	 	(a)	pursuant
    to Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets (“MI 51-105”),
    a subsequent trade in the Securities in or from Canada will be a distribution subject to the prospectus and registration requirements
    of applicable Canadian securities legislation unless certain conditions are met, which conditions include, among others, a
    requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system
    or other book entry system) bear the restrictive legend (the “Canadian Legend”) specified in MI 51-105;
	 	 	 
	 	(b)	the
    Subscriber is not a resident of Canada and undertakes not to trade or resell any of the Shares in or from Canada unless the
    trade or resale is made in accordance with MI 51-105. The Subscriber understands and agrees that the Company and others will
    rely upon the truth and accuracy of these representations and warranties made in this Section 10.2 and agrees that if such
    representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;
	 	 	 
	 	(c)	by
    executing and delivering this Agreement, the Optionee will have directed the Company not to include the Canadian Legend on
    any certificates representing the Securities to be issued to the Optionee. As a consequence, the Optionee will not be able
    to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Securities in or from Canada will be
    a distribution subject to applicable prospectus and registration requirements; and
	 	 	 
	 	(d)	if
    the Optionee wishes to trade or resell any of the Securities in or from Canada, the Optionee agrees and undertakes to return,
    prior to any such trade or resale, any certificate representing any Securities to the Company’s transfer agent to have
    the Canadian Legend imprinted on such certificate or to instruct the Company’s transfer agent to include the Canadian
    Legend on any ownership statement issued under a direct registration system or other book entry system.


 


10.3
The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible) for
compliance with applicable resale restrictions.


 


11.
No Employment Relationship


 


The
grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or contract with an Optionee, for any length of time,
nor shall it interfere in any way with the Company’s or, where applicable, a related company’s right to terminate
Optionee’s employment at any time, which right is hereby reserved.


 




    	 



    	10



    

 


12.
Governing Law


 


This
Agreement is governed by the laws of the State of Nevada and the federal laws of the United States of America as applicable therein.


 


13.
Costs


 


The
Optionee acknowledges and agrees that all costs and expenses incurred by the Optionee (including any fees and disbursements of
any special counsel retained by the Optionee) relating to the acquisition of the Securities shall be borne by the Optionee.


 


14.
Survival


 


This
Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue
in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the shares underlying
the Options by the Optionee pursuant hereto.


 


15.
Assignment


 


This
Agreement is not transferable or assignable.


 


16.
Currency


 


Unless
explicitly stated otherwise, all funds in this Agreement are stated in United States dollars.


 


17.
Severability


 


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


 


18.
Counterparts and Electronic Means


 


This
Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together
constitute one and the same 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 date first above written.


 


19.
Entire Agreement


 


This
Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement and the Plan,
once approved, supersede all prior and contemporaneous oral and written statements and representations and contain the entire
agreement between the parties with respect to the Options.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




    	 



    	11



    

 


IN
WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.


 


bBOOTH,
INC.


 


	Per:	 	 
	 	Authorized
    Signatory	 


 


	WITNESSED
    BY:	)	 
	 	)	 
	 	)	 
	 	)	 
		)	 
	Name	)	
		)	Jeff
    Clayborne
	 	)	 
	Address	)	 
	 	)	 
	 	)	 
	 	)	 
	Occupation	)	 


 




    			 



    	 	 	 



    

 


Schedule
“A”


 


Vesting
Schedule


 


	Date	 	Percentage
    of Stock

 Options to Vest	 
	100,000 shares vest on grant
    date, 466,666 vest on first anniversary, 466,667 vest on second anniversary, 466,667 vest on third anniversary.	 	 	100	%



 




    			 



    	 	 	 



    

 


Schedule
“B”



ACCREDITED INVESTOR QUESTIONNAIRE


 


All
capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Stock Option Agreement.


 


The
Optionee covenants, represents and warrants to the Company that he or she satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”),
as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which
the Optionee satisfies)


 


	 	_______
    Category 1	 	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 Securities, with total assets
    in excess of $5,000,000;
	 	 	 	 
	 	_______
    Category 2	 	A
    natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes
    of this Category 2, “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 Securities are acquired, 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 date of the acquisition of Securities for the purpose of investing in the Securities;
	 	 	 	 
	 	_______
    Category 3	 	A
    natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
    that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same
    income level in the current year;
	 	 	 	 
	 	_______
    Category 4	 	A
    “bank” as defined under Section (3)(a)(2) of the Securities Act or savings and loan association or other institution
    as defined in Section 3(a)(5)(A) of the Securities 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 Securities 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 $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 $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are
    accredited investors;



 






    			 



    	 	- 2 -	 



    

 


	 	_______
    Category 5	 	A
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United
    States);
	 	 	 	 
	 	_______
    Category 6	 	A
    director or executive officer of the Company;
	 	 	 	 
	 	_______
    Category 7	 	A
    trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
	 	 	 	 
	 	_______
    Category 8	 	An
    entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;


 


Note
that the Optionee claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company
with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate
the Optionee’s status as an Accredited Investor.


 


If
the Optionee is an entity which initialled the last category in reliance upon the Accredited Investor categories above, state
the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home,
home furnishings and personal automobiles) for each equity owner of the said entity:


 


 


All
information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire,
the Optionee agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to
establish the availability, under the Securities Act or applicable state securities law, of exemption from registration in connection
with the issuance of the Securities hereunder.


 


The
Optionee hereby certifies that the information contained in this Questionnaire is complete and accurate and the Optionee will
notify the Company promptly of any change in any such information.


 


IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ________ day of ____________, 20___.


 


	 	X
	 	Signature
	 	 
	 	 
	 	Print
    or Type Name
	 	 
	 	 
	 	Social
    Security/Tax I.D. No.


 




    			 



    	 	 	 



    

 


Schedule
“C”


 


PROSPECTIVE
INVESTOR SUITABILITY QUESTIONNAIRE


 


All
capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Stock Option Agreement.


 


The
purpose of this Questionnaire is to assure the Company that the Optionee will meet the standards imposed by the Securities Act
of 1933 (the “Securities Act”) and the appropriate exemptions of applicable state securities laws. The Company will
rely on the information contained in this Questionnaire for the purposes of such determination. The Option and the Optioned Shares
(together, the “Securities”) will not be registered under the Securities Act and has been issued in reliance upon
the exemption from registration afforded by Section 3(b) and/or Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder. This Questionnaire is not an offer of any securities of the Company in any state other than those specifically authorized
by the Company.


 


Please
attach additional pages if necessary to answer any question fully.


 


REPRESENTATIONS
OF OPTIONEE


 


This
item is presented in alternative form. Please initial in the space provided the applicable alternative.


 


	_________	 	ALTERNATIVE
    ONE: The Optionee covenants, represents and warrants to the Company that he or she has such knowledge and experience in financial
    and business matters that he or she is capable of evaluating the relative merits and risks of an investment in the Securities
    and Company and is not utilizing a purchaser representative in connection with evaluating such merits and risks. The Optionee
    is providing evidence of its knowledge and experience in these matters through the information requested below in this Questionnaire.
	 	 	 
	_________	 	ALTERNATIVE
    TWO: The Optionee covenants, represents and warrants to the Company that he or she has chosen to use the services of a purchaser
    representative acceptable to the Optionee in connection with the Optionee’s acquisition of the Securities. The Optionee
    hereby acknowledges that the person named below is his or her purchaser representative who will assist and advise the Optionee
    in evaluating the merits and risks of an investment in the Securities and the Company and affirms that such purchaser representative
    has previously disclosed in writing any material relationship that exists between the purchaser representative (or its affiliates)
    and the Company (or its affiliates) that is mutually understood to be contemplated, or that has existed at any time during
    the previous two years, and any compensation received or to be received as a result of such relationship.


 


	 	 	 
	 	 	(name
    of Purchaser Representative)
	 	 	 
	 	 	 
	 	 	(address
    of Purchaser Representative)
	 	 	 
	 	 	If
    the Optionee utilizes a purchaser representative, this Questionnaire must be accompanied by a completed and signed purchaser
    representative Questionnaire, a copy of which can be obtained from the Company upon request.


 




    	 



    	- 2 -



    

 





FOR
INDIVIDUAL INVESTORS


 


	1.	Name:	 


 


	2.	Residential
    Address & Telephone Number:	 


 


	 	 
	 	 
	 	 



 


	3.	Length
    of Residence in State of Residence:	 


 


	4.	U.S.
    Citizen:	_______		Yes	_______	 	No


 


	5.	Social
    Security Number:	 


 


	6.	Business
    Address & Telephone Number:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	7.	Preferred
    Mailing Address:	________	 	Residence	________	 	Business


 


	8.	Date
    of Birth:	 


 


	9.	Employer
    and Position:	 


 


	10.	Name
    of Business:	 


 


	11.	Business
    or Professional Education and Degrees:


 


	 	School	 	Degree	 	Year
    Received
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 


	12.	Prior
    Employment (last 5 years):


 


	 	Employer	 	Nature
    of Duties	 	Dates
    of Employment
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 



    	 



    	- 3 -



     


	13.	Relationship
    to the Company, if any:	 	 


 


	14.	Is
    the Optionee an officer of director of a publicly-held company?


 





	____	Yes	 	_____	No


 


	 	If
    yes, specify company:	 


 


	15.	Does
    the Optionee beneficially own 10% or more of the voting securities of a publicly-held company?


 





	____	Yes	 	_____	No


 


	 	If
    yes, specify company:	 


 


	16.	Within
    the last 5 years, has the Optionee personally invested in investments sold by means of private placements in reliance on exemptions
    from registration under the Securities Act and state securities laws?


 





	____	Yes	 	_____	No


  


	17.	Prior
    investments by the Optionee which were purchased in reliance on exemptions from registration under the Securities Act and
    State securities laws (initial the highest number applicable):


 


Amount
(Cumulative)


 


	 	Real
    Estate:	 	Up
    to	 	$50,000
    to	 	Over
	 	None:
    _____	 	$50,000
    _____	 	$250,000
    _____	 	$250,000
    _____
	 	 	 	 	 	 	 	 
	 	Securities:	 	Up
    to	 	$50,000
    to	 	Over
	 	None:
    _____	 	$50,000
    _____	 	$250,000
    _____	 	$250,000
    _____
	 	 	 	 	 	 	 	 
	 	Other:	 	Up
    to	 	$50,000
    to	 	Over
	 	None:
    _____	 	$50,000
    _____	 	$250,000
    _____	 	$250,000
    _____


 


	18.	Does
    the Optionee consider itself to be an experienced and sophisticated investor?


 


	____	Yes	 	_____	No


  


	 	If
    so, please provide evidence of investment sophistication and/or experience:
	 	 
	 	 
	 	 
	 	 


 


	19.	Does
    the Optionee, or any person authorized to execute this Questionnaire, consider itself to have such knowledge of the Company
    and its business and such experience in financial and business matters to enable it to evaluate the merits and risks of an
    investment in the Securities and the Company, should the Optionee be given an opportunity to so invest?


 





	____	Yes	 	_____	No


 



    	 



    	- 4 -



     


	20.	If
    the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined gross income during
    the preceding two years (initial the highest number applicable):


 


	 	 	2012	 	 	2011
	 	 	 	 	 	 
	 	_____	Less than $75,000	 	_____	Less than $75,000
	 	 	 	 	 	 
	 	_____	$75,001 to $100,000	 	_____	$75,001 to $100,000
	 	 	 	 	 	 
	 	_____	$100,001 to $200,000	 	_____	$100,001 to $200,000
	 	 	 	 	 	 
	 	_____	$200,001 to $300,000	 	_____	$200,001 to $300,000
	 	 	 	 	 	 
	 	_____	$Over $300,000	 	_____	$Over $300,000


 


	21.	If
    the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined estimated net worth
    (exclusive of home, home furnishings and personal automobiles) (initial the highest number applicable):


 


	 	_____	Less than
    $100,000	 	_____	$300,0001 to $500,000
	 	 	 	 	 	 
	 	_____	$100,001 to $200,000	 	_____	$500,001 to $1,000,000
	 	 	 	 	 	 
	 	_____	$200,001 to $300,000	 	_____	Over $1,000,000


 


	22.	Regardless
    of the amount of the proposed investment:


 


	 	(a)	Will the Optionee’s
    proposed investment exceed 10% of its individual net worth, or the Optionee’s joint net worth with its spouse as determined
    in paragraph 22 above?


 


	____	Yes	 	_____	No


 


	 	(b)	Will the Optionee be
    able to bear the economic risk of its investment in this transaction?


 





	____	Yes	 	_____	No


  


	23.	Please provide answers
    to the following questions.


 


	 	(a)	State total assets
    of the Optionee, including cash, stocks and bonds, automobiles, real estate, and any other assets:


 





	 	$	 


  


	 	(b)	State total liabilities
    of the Optionee including real estate indebtedness, accounts payable, taxes payable and any other liabilities:


 


	 	$	 


 


	 	(c)	State annual income
    of the Optionee including salary, securities income, rental income and any other income:


 





	 	$	 


 






    	 



    	- 5 -



    

 


	 	(d)	State annual expenses
    of the Optionee, excluding ordinary living expenses, including real estate payments, rent, property taxes and other expenses:


 





	 	$	 


  


	 	(e)	Does the Optionee expect
    the amount of its assets, liabilities, income and expenses, as stated above, to be subject to significant change in the future:


 





	____	Yes	 	_____	No


  


	 	If yes, explain:
	 	 
	 	 
	 	 
	 	 


 


All
information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire,
the Optionee agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to
establish the availability, under the Securities Act or applicable state securities law, of exemption from registration in connection
with the issuance of the Securities hereunder.


 


The
Optionee hereby certifies that the information contained in this Questionnaire is complete and accurate and the Optionee will
notify the Company promptly of any change in any such information.


 


IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ____ day of _____________________, 20__.


 


	 	X
	 	Signature
	 	 
	 	 
	 	Print or Type Name
	 	 
	 	 
	 	Social Security/Tax I.D. No.


 



    	 



    	 	 	 



     


Schedule
“D”


 


Notice
of Exercise


 


	TO:	bBooth, Inc.
	 	901 Hancock Avenue, Unit 308
	 	West Hollywood, California 90069


 


This
Notice of Exercise shall constitute a proper Notice of Exercise pursuant to section 2.8 of the Stock Option Agreement dated November
12, 2014 (the “Agreement”), between bBooth, Inc. (the “Company”) and the undersigned. The undersigned
hereby elects to exercise the Optionee’s options to purchase ______________ shares of the common stock of the Company at
a price of $0.11 per share, for aggregate consideration of $____________, on the terms and conditions set forth in the Agreement.
Such aggregate consideration, in the form specified in section 2.8 of the Agreement, accompanies this notice.


 


The
Optionee hereby represents and warrants to the Company that all representations and warranties set out in the Agreement are true
as of the date of the exercise of the options under the Agreement.


 


The
Optionee hereby further represents and warrants to the Company that the shares are being purchased only for investment and without
intention to sell or distribute such shares.


 


The
Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:


 


	Registration
    Information:	 	Delivery
    Instructions:
	 	 	 
	 	 	 
	Name to appear on certificates	 	Name
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	City, State, and Zip
    Code	 	 
	 	 	 
	 	 	 
	 	 	Telephone Number


 


DATED
at _____________________________, the day of______________, 20___.


 


	 	X
	 	Signature
	 	 
	 	 
	 	(Name and, if applicable, Office)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(City, State, and Zip Code)
	 	 
	 	 
	 	Fax Number or E-mail Address
	 	 
	 	 
	 	Social Security/Tax I.D. No.