Exhibit 10.1


 





PLAYBUTTON, LLC


 


C UNIT AWARD AGREEMENT


 


THIS PLAYBUTTON,
LLC UNIT AWARD AGREEMENT (the "Agreement") is made effective as of March 1, 2012, by and between PLA.YBUTTON,
LLC, a Delaware limited liability company (the "Company"), and ADAM "TICHAUER. (the "Recipient").


 


Recipient
is employed by the Company under that certain letter agreement dated September 23, 2011 (the "Employment Letter").


 


The Company
(i) is governed by that certain Limited Liability Company Agreement of LLC dated as of September 20, 2011, as amended (the "Operating
Agreement"), and (ii) has adopted .that certain Playbutton, LLC 2011 Restricted Unit Plan dated as of September 20, 2011,
as amended (the "Plan").


 


The members
and the Executive Board of the Company (the "Board") have determined that it is in the best interests of the Company
to provide incentive to the Recipient to work with the Company and its Affiliates by making this grant of C Units in accordance
with the terms of this Agreement, the Plan, and the Operating Agreement.


 


The C Units
are granted subject and pursuant to each of the Plan and the Operating Agreement both of which are incorporated herein for all
purposes. The Recipient hereby acknowledges receipt of a copy of the Plan and the Operating Agreement and agrees to be bound by
all the terms and conditions hereof and thereof. Unless otherwise provided herein, terms used herein that are defined in either
the Plan or the Operating Agreement and not defined herein shall have the meanings attributable thereto in the Plan or the Operating
Agreement.


 


1.     Award
of C Units. The Board hereby grants, as of the date hereof (the "Date of Grant"), to the Recipient, 25
1 C 1 Units of the Company (collectively the "Restricted Units"). The Restricted Units being issued to the
Recipient under this Agreement shall be subject to all provisions and restrictions set forth in this Agreement, the Plan, and
in the Operating Agreement. To the extent of any inconsistencies, the terms of this Agreement shall replace, supersede,
govern and control over the Employment Letter as this Agreement together with the Plan and the Operating Agreement shall
contain and provide the parties' entire rights, entitlements, obligations, terms, conditions and agreements regarding the
Restricted Units or Recipient's rights to receive, vest, hold, own, transfer or dispose of the Restricted Units or any other
equity or similar interest in or to the Company or its Affiliates. Recipient shall have all the rights of a Holder of C Units
of the Company with respect to such Restricted Units awarded hereunder subject to and as provided under the Plan and the
Operating Agreement regardless of the extent to which such Restricted Units are vested; provided that notwithstanding the
foregoing, in the event all or any number of the Restricted Units are forfeited by Recipient as provided hereunder or under
the Plan or the Operating Agreement, Recipient shall not have any further or continuing rights attributable to such forfeited
Restricted Units under the Plan or the Operating Agreement or otherwise. In all events, the Restricted Units, whether vested
or unvested, shall at all times remain subject to the terms and conditions of the Plan and the Operating Agreement.
Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement or of any
outstanding C Units awarded hereunder, shall not affect in any manner the right, power of authority of the Company to make,
authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's or
its Affiliates' respective capital structure or business; (ii) any merger, share exchange or consolidation by or of the
Company or any of its Affiliates; (iii) any issue by the Company or any of its Affiliates debt securities, or parity or
preference equity units, that would rank prior to or on parity with the C Units; (iv) the dissolution
or liquidation of the Company or its Affiliates; (v) any sale, transfer or assignment of all or any part of the equity
units, assets or business of the Company or its Affiliates; or (vi) any other corporate transaction, act or proceeding
(whether of a similar character or otherwise) involving or affecting the Company or its Affiliates.


 




 






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2.     Vesting / Divestiture of Restricted Units.


 


(a)     Provided
Recipient remains continuously employed by the Company (i) from the Date of Grant through and including October 10, 2013 (the "First
Vesting Date"), 167 of the Restricted Units shall vest in Recipient, and (ii) from the Date of Grant through and including
the last day of each of the twelve (12) consecutive calendar months following the First Vesting Date, 7 additional Restricted Units
shall vest in Recipient as of such date and shall thereafter be held by Recipient in conformity with the terms of this Agreement,
the Plan, and the Operating Agreement; it being intended that Recipient shall be fully vested in all Restricted Units should Recipient
remain continuously employed by the Company from the Date of Grant through the date marking the third (3d) anniversary
of the Date of Grant. In the event Recipient's employment with the Company terminates for any reason or without reason and at any
time, there shall be no further vesting of any Restricted Units and Recipient shall forfeit all [invested Restricted Units as of
the date of such termination.


 


(b)     Notwithstanding
the provisions of Paragraph 2(a), in the event Recipient has remained continuously employed with the Company up to and including
the date on which occurs a Change in Control, from and after the occurrence of any such Change in Control, all of the Restricted
Units shall fully vest in Recipient from and after the occurrence of such Change in Control and shall thereafter be held by Recipient
in conformity with the terms of this Agreement, the Plan, and the Operating Agreement.


 


(c)     The
Executive Board shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Recipient
and of the Company and its Affiliates, to accelerate the vesting of any Restricted Units under this
Agreement, at such times and upon such terms and conditions as the Executive Board shall deem advisable, and which determination
shall be made on an individual by individual basis and need not be uniform among all persons receiving any ownership interest in
the Company pursuant to the Plan or the Operating Agreement or otherwise,


 


(d)     Except
as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each date
or the occurrence of any event upon which any vesting occurs hereunder and all vesting shall occur only on the appropriate date
or occurrence of the designated event specified herein,


 


3.     Enforcement.
The Board shall have the power and authority to enforce on behalf of the Company or its Affiliates, any rights of the Company
or its Affiliates under this Agreement, the Plan and/or the Operating Agreement in the event of the Recipient's forfeiture of
any Restricted Units pursuant to this Agreement, the Plan and/or the Operating Agreement including without limitation, any rights,
forfeitures, or obligations to sell all or any portion of the Restricted Units in connection with Recipient's termination of employment
with the Company.


 


4.     Rights with Respect to Restricted
Units. Except as otherwise provided in this Agreement and subject in all events to the terms and conditions of both: (i) the
Plan and (ii) the Operating Agreement including without limit Section 4.1.3 thereof, the Recipient shall be entitled to participate
in "Distributions" attributable to the Restricted Units as provided in Sections 7.1 and 11.4 of the Operating Agreement
but shall not be entitled to nor have any other voting or participation rights for or with respect to the Company or its activities.


 


 






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5.     Transferability.
The Restricted Units are not subject to Transfer, otherwise than by will or the laws of descent and distribution, until and unless
they become fully vested in accordance with this Agreement, and from and after such vesting, the Restricted Units shall only be
subject to Transfer as expressly permitted and strictly in accordance and conformity with the Plan and the Operating Agreement.
The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient.
Any attempt to affect a Transfer of any Restricted Unit prior to the date on which the shares become vested shall be void ab initio.


 


6.     Taxes.


 


(a)     If
the Recipient properly elects, within thirty (30) days of the Date of Grant to include in gross income for federal income tax purposes
an amount equal to the fair market value (as the Date of Grant) of the 'Restricted Units pursuant to Section 83(b) of the Code,
the Recipient shall make arrangements satisfactory to the Executive Board to pay to the Company any federal, state or local income
taxes required to be withheld with respect to the .Restricted Units, If the Recipient shall fail to make such tax payments as are
required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due
to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Units,


 


(b)     If
the Recipient does not make the election described in Paragraph 6(a) above, the Recipient shall, no later than the date as of which
the restrictions referred to in this Agreement hereof shall lapse, pay to the Company or make arrangements satisfactory to the
Executive Board for payment of; any federal, state or local taxes of any kind required by law to be withheld with respect to the
Restricted Units, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted
Units,


 


(c)     Tax
consequences on the Recipient (including without limitation federal, state, local and income tax consequences) with respect to
the Restricted Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of
the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters,
the making of a Section 83(b) election, and the Recipient's filing, withholding and payment (or tax liability) obligations.


 


7.     Amendment,
Modification and Assignment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by the Recipient and the Company. No waiver by either party of any breach by the other
party hereto of any condition or provision of this Agreement shall be deemed a waiver of any other conditions or provisions of
this Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof'
have been made by either party which are not set forth expressly in this Agreement, Unless otherwise consented to by the Executive
Board, this Agreement shall not be assigned by the Recipient in whole or in part. The rights and obligations created hereunder
shall be binding on the Recipient and his heirs and legal representatives and on the successors and assigns of the Company.


 


8.     Operating
Agreement. As a condition to this grant of Restricted Units and Recipient's receipt of any vested C Units, the Recipient shall
execute such documents as the Company may require to evidence the fact that the Recipient agrees that his or her acquisition of
such Restricted Units or vested C Units is subject to the terms and conditions of the Plan and the Operating Agreement, and that
the Recipient shall be bound by the Operating Agreement in the same manner as if he were an original signatory thereto. In such
regard, contemporaneously with Recipient's execution hereof, Recipient (i) shall likewise execute and deliver to the Company that
certain Joinder and Counterpart Signature Page to the Operating Agreement in the font) attached hereto as Schedule "8"
(the "Signature Page") which Signature Page shall constitute and evidence Recipient's acknowledgement and agreement to
become a party to the Operating Agreement, be attached to and incorporated in the Operating Agreement, and be and remain subject
to and bound by the provisions of such Operating Agreement as if an original signatory thereto; and (ii) hereby authorizes and
empowers each member of the Executive Board to deliver the Signature Page to the Company and attach the Signature Page to the original
Operating Agreement whereupon such Signature Page shall be incorporated and made a part of the Operating Agreement.


 













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9.     Recipient's
Representations. The Recipient shall concurrently with the execution of this Agreement, deliver to the Company Recipient's Investment
Representation Statement in the attached to this Agreement as Exhibit A or in such other form as the Company may request.


 


10.     Company Option to Purchase.
In the event the Recipient's employment with the Company is terminated for any reason, the Company shall have the option to purchase
the vested C Units issued to Recipient and not otherwise forfeited under this Agreement, the Plan, and the Operating Agreement
in accordance with the provisions of Section 9 of the Plan,


 


11.     Definitions.
For purposes of this Agreement, in addition to all other terms specifically defined herein, the following terms shall have the
following meanings:


 


(a)     "Affiliate"
shall have the same meaning provided under the Operating Agreement.


 


(b)     "Cause"
shall have the same meaning provided under the Plan.


 


(c)     "Change in Control"
shall have the same meaning provided under the Plan.


 


(d)     Units" shall
have the same meaning as provided under the Operating Agreement.


 


(e)     Units" shall
have the same meaning as provided under the Operating Agreement.


 


(f)     “Code" shall
have the same meaning as provided under the Operating Agreement,


 


(h)    "Disability"
shall have the same meaning provided under the Plan,


 


(i)"Good Reason"'
shall have the same meaning provided under the Plan,


 


(j)     “Operating
Agreement” shall mean that certain Limited Liability Company Agreement for Playbutton, dated as of September 20.
2011, as the same may be amended, supplemented, restated, or replaced from time to time,


 


(k)     "Non-Vested
Units" shall mean that portion, if any of Restricted Units which remains subject to a vesting schedule, forfeiture restrictions,
performance requirements or similar conditions precedent under this Agreement, the Plan, or any other written agreement to which
such Restricted Units are bound or governed.


 


(l)     "Percentage
Interest" shall have the same meaning as provided under the Operating Agreement.


 


(m)     “Restricted Units”
shall mean any C Units of the Company as granted to Recipient under this Agreement, the Plan, and the Operating Agreement.


 








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(n)     “Securities
Act" shall mean the Securities Act of 1933, as amended.


 


(o)     “Securities Act"
shall mean the Securities Exchange Act of 1934, as amended.


 


(p)"Transfer” shall have the same meaning as provided
in the Operating Agreement or, in the absence of any such agreement or any such definition in such agreement, such term shall mean
any sale, transfer, encumbrance, gift, donation, assignment. pledge, hypothecation, or other disposition, whether similar or dissimilar
to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation
of law, by court order, by judicial process, or by foreclosure, levy or attachment.


 


12.     Miscellaneous.


 


(a)     No Right to Continuous
Service. The grant of the Restricted Units shall not be construed as giving the Recipient the right to remain as an employee
of the Company or its Affiliates.


 


(b)     Severability.
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify this Agreement or the award of Restricted Units under any applicable law, such provision shall be construed or deemed
amended to conform to applicable law or if such provision cannot be so construed or deemed amended without materially altering
the purpose or intent of this Agreement and the grant of Restricted Units hereunder, such provision shall be stricken as to such
jurisdiction and the remainder of this Agreement and the award shall remain in full force and effect.


 


(c)     No
Trust or Fund Created. Neither this Agreement nor the grant of Restricted Units shall create or be construed to create
a trust or separate fund of any kind or a fiduciary relationship between the Company or its Affiliates and the Recipient or
any other person. To the extent that the Recipient or any other person acquires a right to receive payments from the Company
or its Affiliates pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor
of the Company or its Affiliates, as applicable.


 


(d)     Governing
law. The validity, interpretation, construction and .performance of this Agreement shall be governed by the laws
of the State of Delaware.


 


(e)     Jurisdiction
and Venue. The Company and the Recipient each irrevocably and unconditionally (i) agree that any suit, action or legal proceeding
arising out of or relating to this Agreement which is expressly permitted by the terms of this Agreement to be brought in a court
of law, shall be brought in the courts of record of the State of New York in New York County or the cow of the United States, Northern
District of New York; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; (iii) waives
any objection which it or he may have to the laying of venue of any such suit, action or proceeding in any of such courts and (iv)
agrees that service of any court papers may be effected on such party by mail, as provided in this Agreement, or in such other
manner as may be provided under applicable laws or court rules in such courts.


 


(f)     Interpretation.
The Recipient accepts the Restricted Units subject to all the terms and provisions of this Agreement and the terms and conditions
of the Plan and the Operating Agreement, Without limitation of the foregoing, the Recipient specifically acknowledges that the
Restricted Units and any vested Class C Units received by the Recipient hereunder are and shall remain subject to all limitations,
restrictions or other provisions contained under Sections 5(b), 6(b), 7, 8, 9, 13 and 16 of the Plan and Sections 4.1,3, 4,8, 9,1,
9,2, 9,4, 9,6, 9.7 and 12,10 of the Operating Agreement. The undersigned Recipient hereby accepts as binding, conclusive and final
all decisions or interpretations of the Board upon any questions arising under this Agreement, the Plan or the Operating Agreement.


 








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(g)     Headings.
Headings are given to the Paragraphs and Subparagraphs of this Agreement solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision
thereof,


 


13.     Complete
Agreement. Except as otherwise provided for herein, this Agreement together with the Plan, the Operating Agreement, and those
agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede
and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way. In the event of any inconsistency between the terms of this Agreement (excluding solely
the provisions of Paragraph 10 of this Agreement) and the Plan and/or the Operating Agreement, the applicable terms and provisions
of the Plan and/or the Operating Agreement shall govern and control: provided, that notwithstanding the foregoing, the provisions
contained under Paragraph 10 of this Agreement and Section 9 of the Plan shall govern and control over and with respect to any
conflicting or inconsistent terms contained in the. Operating Agreement.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


 




 


 





	 	PLAYBUTTON, LLC



By:_____________

Name:__________

Title:___________



 


 


Agreed and Accepted:


 


RECIPIENT:


 


By: /s/ Adam Tichaeur


Adam Tichauer


 






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EXHIBIT A


 


INVESTMENT REPRESENTATION STATEMENT


 


	RECIPIENT:	ADAM TICHAUER
	COMPANY:	PLAYBUTTON, LLC
	SECURITY:	251 CLASS C UNITS
	DATE:	March 1, 2012


 


In connection with grant of the above-listed Securities, I,
the Recipient, represent to the Company and its Affiliates the following:


 


(a)     I am aware
of the Company's and its Affiliates' business affairs and financial condition, and have acquired sufficient information about the
Company and its Affiliates to reach an informed and knowledgeable decision to acquire the Securities. I am receiving these Securities
for my own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities Act").


 


(h)     I understand
that the Company's issuance of the Securities has not been registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona tide nature of my investment intent as expressed herein.
In this connection, I understand that, in the view of the Securities and Exchange Commission (the "SEC"), the statutory
basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold these Securities
for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in
the market price of the Securities, or for a period of One year or any other fixed period in the future.


 


(c)     I further
understand that the Securities must be held indefinitely unless the transfer is subsequently registered under the Securities Act
or unless an exemption from registration is otherwise available. Moreover, I understand that none of the Company or its Affiliates
is under any obligation to register any transfer of the Securities.


 


(d) I hereby agree,
acknowledge, confirm and provide to the Company those representations and warranties provided under Section 2.9 of the
Operating Agreement all effective and issue as of the date hereof.


 





	 	/s/ Adam Tichauer

    Adam Tuchauer



 


March 1, 2012


 


 


Exhibit A








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SCIIEDULE
"8”


 


JOINDER AND COUNTERPART SIGNATURE PAGE TO



 


LIMITED LIABILITY COMPANY AGREEMENT FOR



 


PLAYBUTTON, LLC


 


IN WITNESS WHEREOF,
the Company and the undersigned Member of the Company have executed this Agreement, effective as of the date first written above.


 


 





	 	COMPANY:

    

    PLAYBUTTON, LLC

    

    By:__________

    Its:__________

    

    MEMBER:

    

    /s/ Adam Tichauer

    ADAM TICHAUER



 





 


 




 


 






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