Exhibit 10.6


 





[FORM OF]


 


REGISTRATION RIGHTS AGREEMENT


 


 


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is entered into effective as of October 17, 2012, among Playbutton Acquisition
Corp., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor”
and collectively, the “Investors”).


 


R E C I T A L S


 


WHEREAS, the Company
and the Investors are parties to Subscription Agreements (the “Subscription Agreements”) entered into in connection
with a private placement offering described in the Confidential Private Placement Memorandum, dated October 17, 2012, as such may
be amended and supplemented from time to time (the “PPM”);


 


WHEREAS, the Investors’
obligations under the Subscription Agreements are conditioned upon certain registration rights under the Securities Act of 1933,
as amended (the “Securities Act”); and


 


WHEREAS, the Investors
and the Company desire to provide for the rights of registration under the Securities Act as are provided herein upon the execution
and delivery of this Agreement by such Investors and the Company.


 


NOW, THEREFORE, in
consideration of the promises, covenants and conditions set forth herein, the parties hereto hereby agree as follows:


 


1.             Registration Rights.


 


1.1             Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


(a)                
“Commission” means the United States Securities and Exchange Commission.


 


(b)                
“Common Stock” means the Company’s common stock, par value $0.001 per share.


 


(c)                
“Effectiveness Date” means the date that is two hundred ten (210) days after the Trigger Date.


 


(d)                
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(e)                
“Filing Date” means the date that is ninety (90) days after the Trigger Date.


 


(f)                 
“Investor” means any person owning Registrable Securities who becomes party to this Agreement by executing
a counterpart signature page hereto, or other agreement in writing to be bound by the terms hereof, which is accepted by the Company.


 


(g)                
The terms “register,” “registered” and “registration” refer to
a registration affected by preparing and filing a registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such registration statement or document.


 


(h)                
“Registrable Securities” means any of the Shares or any securities issued or issuable as (or any securities
issued or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the Shares; provided, however, that Registrable
Securities shall not include any securities of the Company that have previously been registered and remain subject to a currently
effective registration statement or which have been sold to the public either pursuant to a registration statement or Rule 144,
or which have been sold in a private transaction in which the transferor’s rights under this Section 1 are not assigned,
or which may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule
144.


 






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(i)                  
“Rule 144” means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


 


(j)                 
“Rule 415” means Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


 


(k)                
“Shares” means the shares of Common Stock issued pursuant to the Subscription Agreements and issuable
upon exercise of the Warrants.


 


(l)                  
“Trigger Date” means the closing of the minimum offering of 1,000,000 Units (as such terms are defined
in the PPM).


 


(m)              
“Warrants” means the warrants to purchase Common Stock issued pursuant to the Subscription Agreement
and issued to any broker-dealers as placement agent compensation as contemplated by the PPM.


 


1.2             Company
Registration.


 


(a)                
On or prior to the Filing Date the Company shall prepare and file with the Commission a registration statement covering
the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement shall
be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which
case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed
by Investors holding an aggregate of at least 75% of the Registrable Securities on a fully diluted basis) substantially the “Plan
of Distribution” attached hereto as Annex A. The Company shall cause the registration statement to become effective
and remain effective as provided herein. The Company shall use commercially reasonable efforts to cause the registration statement
to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company
shall use commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act for
a period of 12 months, unless all Registrable Securities covered by such registration statement have been sold, or may be sold
without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule
144, as determined by the counsel to the Company (the “Effectiveness Period”).


 


(b)                
The Company shall pay to Investors a fee of one percent (1%) per month of the Investors’ investment, payable in cash,
for every thirty (30) day period up to a maximum of ten percent (10%), (i) following the Filing Date that the registration statement
has not been filed and (ii) following the Effectiveness Date that the registration statement has not been initially declared effective;
provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable
to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the
Commission pursuant to its authority with respect to “Rule 415”, and the Company registers at such time the maximum
number of shares of Common Stock permissible upon consultation with the staff of the Commission; provided, further,
that the Company shall not be obligated to pay any liquidated damages at any time following the one year anniversary of the Trigger
Date.


 


(c)                
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares
of Common Stock then registered in a registration statement, the Company shall file as soon as reasonably practicable an additional
registration statement covering the resale of not less than the number of such Registrable Securities.


 






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(d)                
The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable
Securities with respect to the registrations pursuant to this Section 1.2 for each Investor, including (without limitation) all
registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the
Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees
and disbursements of counsel for the Investors.


 


(e)                
If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable
Securities, then the Company shall notify each Investor in writing at least fifteen (15) days prior to the filing of any registration
statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited
to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements
(i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation
plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to
any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities
Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information
as would be required to be included in a registration statement covering the resale of the Registrable Securities) and will afford
each Investor an opportunity to include in such registration statement all or part of the Registrable Securities held by such Investor.
In the event an Investor desires to include in any such registration statement all or any part of the Registrable Securities held
by such Investor, the Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company
in writing, including the number of such Registrable Securities such Investor wishes to include in such registration statement.
If an Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company
such Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the
terms and conditions set forth herein.


 


(f)                 
Investor agrees that upon receipt of a notice from the Company of the occurrence of any event
of the kind described in Section 1.3(f)(ii) through (iv), Investor will forthwith discontinue disposition of such Registrable Securities
pursuant to a registration statement hereunder until it is advised in writing by the Company that the use of the applicable prospectus
(as it may have been supplemented or amended) may be resumed. 


 


(g)                
Investor covenants and agrees that it will comply with the prospectus delivery requirements of
the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a registration statement.


 


1.3             Obligations of the Company. Whenever required under this Section 1 to affect
the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)                
Prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially
reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective during
the Effectiveness Period.


 


(b)                
Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used
in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement.


 


(c)                
Furnish to the Investors such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them (provided that the Company would not be required to print such prospectuses if readily
available to Investors from any electronic service, such as on the EDGAR filing database maintained at www.sec.gov).


 






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(d)                
Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under
such other securities’ or blue sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided
that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.


 


(e)                
In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement,
in usual and customary form, with the managing underwriter(s) of such offering (each Investor participating in such underwriting
shall also enter into and perform its obligations under such an agreement).


 


(f)                 
Promptly notify each Investor holding Registrable Securities covered by such registration statement at any time when (i)
with respect to a registration statement or any post-effective amendment, when the same has become effective; (ii) of the issuance
by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a registration
statement covering any or all of the Registrable Securities; (iii) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction;
or (iv) of the occurrence of any event or passage of time that makes the financial statements included in a registration statement
ineligible for inclusion therein or any statement made in a registration statement or prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a registration
statement, prospectus or other documents so that, in the case of a registration statement or the prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any and all
of such information contemplated by subparagraphs (i) through (iv) shall remain confidential to each Investor until such information
otherwise becomes public, unless disclosure by an Investor is required by law.


 


(g)                
Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or nationally
recognized quotation system on which similar securities issued by the Company are then listed; and


 


(h)                
Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for
all such Registrable Securities, in each case not later than the effective date of such registration.


 


1.4             Furnish Information. It shall be a condition precedent to the Company’s
obligations to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Investor that
such Investor shall furnish to the Company such information regarding such Investor, the Registrable Securities held by such Investor,
and the intended method of disposition of such securities in the form attached to this Agreement as Annex B, or as otherwise reasonably
required by the Company or the managing underwriters, if any, to effect the registration of such Investor’s Registrable Securities.


 


1.5             Delay of Registration. No Investor shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 1.


 






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1.6             Indemnification.


 


(a)                
To the extent permitted by law, the Company will indemnify and hold harmless each Investor, any underwriter (as defined
in the Securities Act) for such Investor and each person, if any, who controls such Investor or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which any of
the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state securities law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue
statement of a material fact contained in a registration statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto (collectively, the “Filings”), (ii) the omission or alleged
omission to state in the Filings a material fact required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company
will pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this Section 1.6(a) in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises
out of or is based upon a Violation that occurs either in reliance upon and in conformity with written information furnished by
the Investor expressly for use in connection with such registration or based on the Investor’s sale of Registrable Securities
in breach of its covenants in Section 1.2(f) or 1.2(g).


 


(b)                
To the extent permitted by law, each Investor will indemnify and hold harmless the Company, each of its directors, each
of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act, any underwriter, any other Investor selling securities in such registration statement and
any controlling person of any such underwriter or other Investor, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or
state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs either in reliance upon
and in conformity with written information furnished by such Investor expressly for use in connection with such registration or
based on the Investor’s sale of Registrable Securities in breach of its covenants in Section 1.2(f) or 1.2(g); and each such
Investor will pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this Section 1.6(b)
in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of the Investor (which consent shall not be unreasonably
withheld); provided, however, in no event shall any indemnity under this subsection 1.6(b) exceed the net proceeds
received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)                
Promptly after receipt by an indemnified party under this Section 1.6 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 1.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial
to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this
Section 1.6, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that
it may have to any indemnified party otherwise than under this Section 1.6.


 






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(d)                
If the indemnification provided for in Sections 1.6(a) and (b) is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, claim, damage or expense referred to herein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such loss, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions or alleged statements
or omissions that resulted in such loss, liability, claim or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to information supplied by the indemnifying party or
by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. In no event shall any Investor be required to contribute an amount in excess of the net proceeds
received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(e)                
The obligations of the Company and Investors under this Section 1.6 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.


 


1.7             Reports
Under Securities Exchange Act. With a view to making available the benefits of certain rules
and regulations of the Commission, including Rule 144, that may at any time permit an Investor to sell securities of the Company
to the public without registration or pursuant to a registration on Form S-1, the Company agrees to:


 


(a)                
make and keep public information available, as those terms are understood and defined in Rule 144, at all times after ninety
(90) days after the Trigger Date;


 


(b)                
take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary
to enable the Investors to utilize Form S-1 for the sale of their Registrable Securities, such action to be taken as soon as practicable
after the end of the fiscal year in which the registration statement is declared effective;


 


(c)                
file with the Commission in a timely manner all reports and other documents required of the Company under the Securities
Act and the Exchange Act; and


 


(d)                
furnish to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) calendar days after
the Trigger Date), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements),
or that it qualifies as a registrant whose securities may be resold pursuant to Form S-1 (at any time after it so qualifies), (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested in availing any Investor of any rule or regulation of the Commission
that permits the selling of any such securities without registration or pursuant to such form.


 


1.8             Transfer or Assignment of Registration Rights. The rights to cause the Company
to register Registrable Securities pursuant to this Section 1 may be transferred or assigned, but only with all related obligations,
by an Investor to a transferee or assignee who (a) acquires at least 50,000 Shares and Warrants to acquire at least 25,000 Shares
(subject to appropriate adjustment for stock splits, stock dividends and combinations) from such transferring Investor, unless
waived in writing by the Company, or (b) holds Registrable Securities immediately prior to such transfer or assignment; provided,
that in the case of (a), (i) prior to such transfer or assignment, the Company is furnished with written notice stating the name
and address of such transferee or assignee and identifying the securities with respect to which such registration rights are being
transferred or assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions
of this Agreement and (iii) such transfer or assignment shall be effective only if immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.


 






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2.             Legend.


 


(a)                
Each certificate representing Shares of Common Stock held by the Investors shall be endorsed with the following legend:


 


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH RESPECT TO SUCH TRANSFER. ANY SUCH TRANSFER MAY ALSO BE SUBJECT
TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”


 


(b)                
The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee
of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under
an effective registration statement under the Securities Act, or (ii) such holder provides the Company with reasonable assurance
that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.


 


3.             Miscellaneous.


 


3.1             Governing
Law. The parties hereby agree that any dispute which may arise between them arising out of or
in connection with this Agreement shall be adjudicated only before a federal court located in the State of New York and they hereby
submit to the exclusive jurisdiction of the federal and state courts of the State of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of
any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating
to or arising out of this Agreement or any acts or omissions relating to the registration of the securities hereunder, and consent
to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested,
in care of the address set forth below or such other address as the undersigned shall furnish in writing to the other. 


 


3.2             Waivers and Amendments. This Agreement may be terminated and any term of this
Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with
the written consent of the Company and Investors holding at least a majority of the Registrable Securities then outstanding (the
“Majority Investors”). Notwithstanding the foregoing, additional parties may be added as Investors under this Agreement,
and the definition of Registrable Securities expanded, with the written consent of the Company and the Majority Investors. No such
amendment or waiver shall reduce the aforesaid percentage of the Registrable Securities, the holders of which are required to consent
to any termination, amendment or waiver without the consent of the record holders of all of the Registrable Securities. Any termination,
amendment or waiver affected in accordance with this Section 3.2 shall be binding upon each holder of Registrable Securities then
outstanding, each future holder of all such Registrable Securities and the Company.


 


3.3             Successors and Assigns. Except as otherwise expressly provided herein, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators
of the parties hereto.


 


3.4             Entire Agreement. This Agreement constitutes the full and entire understanding
and agreement among the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party
in any manner by any warranties, representations or covenants except as specifically set forth herein.


 






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3.5             Notices. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class
mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to an Investor, at such Investor’s address,
facsimile number or electronic mail address set forth in the Company’s records, or at such other address, facsimile number
or electronic mail address as such Investor may designate by ten (10) days’ advance written notice to the other parties hereto
or (b) if to the Company, to its address, facsimile number or electronic mail address set forth on its signature page to this Agreement
and directed to the attention of the chief executive officer, or at such other address, facsimile number or electronic mail address
as the Company may designate by ten (10) days’ advance written notice to the other parties hereto. All such notices and other
communications shall be effective or deemed given upon delivery, on the date that is three (3) days following the date of mailing,
upon confirmation of facsimile transfer or upon confirmation of electronic mail delivery.


 


3.6             Interpretation. The words “include,” “includes” and
“including” when used herein shall be deemed in each case to be followed by the words “without limitation.”
The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting
this Agreement.


 


3.7             Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement, and the balance of the Agreement shall be interpreted
as if such provision were so excluded, and shall be enforceable in accordance with its terms.


 


3.8             Independent Nature of Investors’ Obligations and Rights. The obligations
of each Investor hereunder are several and not joint with the obligations of any other Investor hereunder, and no Investor shall
be responsible in any way for the performance of the obligations of any other Investor hereunder. Nothing contained herein or in
any other agreement or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall
be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Investors are in any way acting in concert with respect to such obligations or the transactions contemplated
by this Agreement. Each Investor shall be entitled to protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding
for such purpose.


 


3.9             Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument.


 


3.10           Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction
of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one
or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of
such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the
request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy
or other reproduction hereof.


 


[SIGNATURE PAGE FOLLOWS]


 


 






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IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized officer, as of the date, month and year first set forth
above.


 


“Company”


 


PLAYBUTTON ACQUISITION CORP.


 


By:________________________________


      Adam Tichauer


      Chief Executive Officer


 


Address for notice:


 


37 W. 28th Street, 3rd Floor


New York, New York 10001


Email: adam@playbutton.com


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[COMPANY SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT]


 






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IN WITNESS WHEREOF,
the undersigned Investor has executed this Agreement as of the date, month and year that such Investor became the owner of Registrable
Securities.


 


“Investor”


 


___________________________________


 


By:________________________________


Name


Title:


 


 


 


Address:


 


___________________________________


 


___________________________________






___________________________________






Telephone:__________________________






Facsimile:___________________________


 


Email:______________________________


 


 


 


 


 


 


 


[INVESTOR COUNTERPART SIGNATURE PAGE
TO 


REGISTRATION RIGHTS AGREEMENT]


 






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Annex A


 


Plan of Distribution


 


Each selling stockholder
of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the [NAME OF PRINCIPAL TRADING MARKET] or any other stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder
may use any one or more of the following methods when selling shares:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a
part;



 


		·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per
share;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholders
may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.


 


Broker-dealers engaged
by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 


In connection with
the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 






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The selling stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by
such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act of 1933, as amended. Each selling stockholder has informed us that it does not have any written
or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any
broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


We are required to
pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as
amended.


 


Because selling stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, they will be subject
to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition,
any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended
may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection
with the proposed sale of the resale shares by the selling stockholders.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration
and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to
Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and
is complied with.


 


Under applicable rules
and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the resale shares
may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period,
as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any
other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172
under the Securities Act of 1933, as amended).


 






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Annex B


 


PLAYBUTTON ACQUISITION CORP.


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial owner of common
stock (the “Registrable Securities”) of Playbutton Acquisition Corp., a Delaware corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with
the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences arise from being
named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named
or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.


 


The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.Name.


 


(a)Full Legal Name of Selling Securityholder


 


 






 


(b)Full Legal Name of Registered Holder
(if not the same as (a) above) through which Registrable Securities are held:


 





 



 


(c)Full Legal Name of Natural Control
Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities
covered by this Questionnaire):


 


2.Address for Notices to Selling Securityholder:


 


 






 


 






 


 






  


	Telephone: 
	Fax: 
	Contact Person: 


 






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3.Broker-Dealer Status:


 


(a)Are you a broker-dealer?


 


Yes                    No


 


(b)If “yes” to Section
3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?


 


Yes                    No


 


Note:If “no” to Section
3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


(c)Are you an affiliate of a broker-dealer?


 


Yes                    No


 


(d)If you are an affiliate of a broker-dealer,
do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to
distribute the Registrable Securities?


 


Yes                    No


 


Note:If “no” to Section
3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


4. Beneficial Ownership of Securities of the Company Owned
by the Selling Securityholder.


 


Except as set forth below in this Item
4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.


  


(a)Type and Amount of other securities
beneficially owned by the Selling Securityholder:


 


 









 


 






 


5. Relationships with the Company:


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities
of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors
or affiliates) during the past three years.


 


State any exceptions here:


 


 






 


 






  


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any
time while the Registration Statement remains effective.


 






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By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by
authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 


Date: ________________________


Beneficial Owner:


 


By:_________________________________


      Name:


      Title:


 


PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


Playbutton Acquisition Corp.


37 W. 28th Street, 3rd
Floor


New York, New York 10001


Email: adam@playbutton.com


 


 


 


 


 


 


 


 


 


 






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