Exhibit 10.8


 





AMENDMENT NO. 1 TO REGISTRATION
RIGHTS AGREEMENT


  


THIS
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into effective as of March
14, 2013 among Playbutton Corporation, a Delaware corporation formerly known as Playbutton Acquisition Corp. (the “Company”),
and the signatories hereto (each, an “Investor” and collectively, the “Investors”) who collectively
hold majority of the Registrable Securities (such term and all other capitalized terms used in this
Amendment not otherwise defined herein shall have the same meaning ascribed to them in the Registration Rights Agreement as defined
in the recitals below).


 


R E C I T A L S


 


A.             The Company and
the Investors are parties to a Registration Rights Agreement dated October 17, 2012 (“Registration Rights Agreement”)
pursuant to which the Company agreed to register the Registrable Securities under the Securities Act.


 


B.             The
Company and the Investors now wish to enter into this Amendment for purposes of amending the Registration Rights Agreement to delete
the cash penalty payable by the Company for not filing a registration statement covering the Registrable Securities by the
Filing Date and doubling the cash penalty payable by the Company for not achieving effectiveness of
the registration statement covering the Registrable Securities by the Effectiveness Date. 


 


A G R E E M E N T


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants, obligations and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby
agree as follows:


 


 


1.             Agreement to
Amend. Upon the terms and conditions set forth herein, the Company and the Investors agree to amend the Registration Rights
Agreement as follows:


 


1.1             The first sentence
of Section 1.2(a) shall be deleted in its entirety and replaced with the following:


 


“The Company
shall use it best efforts to prepare and file with the Commission, as soon as practicable following the Trigger Date, a registration
statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.”


 


1.2             Section 1.2(b)
of the Registration Rights Agreement shall be deleted in its entirety and replaced with the following:


 


“The Company
shall pay to Investors a fee of two percent (2%) per month of the Investors’ investment, payable in cash, for every thirty
(30) day period up to a maximum of ten percent (10%) 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.”


 






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2.             No Further
Modifications. Except as specifically set forth herein, nothing in this Amendment shall be construed to enlarge, restrict,
or otherwise modify the terms of the Registration Rights Agreement or the respective rights or obligations of the parties thereto.


 


3.             Authorization;
Enforceability. Each of the parties represents to the other that: (i) it has all corporate or individual right, power and
authority to enter into this Amendment; and (ii) no consent, approval, authorization or other order of any governmental authority
or other third party is required to be obtained by it in connection with the authorization, execution and delivery of this Amendment.


 


4             Amendments and
Waivers. This Amendment and the Registration Rights Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and thereof and supersedes and replaces all prior and contemporaneous discussions, negotiations,
agreements and understandings (oral or written) with respect to such subject matter. This Amendment or any provision hereof may
be (i) amended only by mutual written agreement of the parties hereto or (ii) waived only by written agreement of the waiving
party.


 


 


IN WITNESS WHEREOF, the parties have caused
this Amendment No. 1 to Registration Rights Agreement to be duly executed and delivered as of the date first set forth above.


 


 


“Company”


 


PLAYBUTTON CORPORATION


 


By: /s/
Adam Tichauer


      Adam Tichauer, Chief Executive Officer


 


 


“INVESTORS”


 


 


[INVESTOR SIGNATURES ON NEXT PAGE]


 


 






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“INVESTORS”


 


JEK SEP/PROPERTY, L.P.


 


 


By: /s/
Jennifer Esping Kirtland


      Jennifer Esping Kirtland


      General Partner


 


 


JOHN S. LEMAK IRA ROLLOVER


 


 


By: /s/
John S. Lemak


      John S. Lemak


 


 


SANDOR CAPITAL MASTER FUND


 


 


By: /s/
John S. Lemak


      John S. Lemak, Manager


 


 


JSK KIDS PARTNERS


 


 


By: /s/
John S. Lemak


      John S. Lemak


 


 


 


/s/ Robert B. Prag


ROBERT B. PRAG


 






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