FORM OF] PLAYBUTTON ACQUISITION CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • Delaware
This Indemnification Agreement (this “Agreement”) is made as of January 28, 2013 by and between Playbutton Acquisition Corp., a Delaware corporation (the “Company”), and Adam Tichauer (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into effective as of December 4, 2013, among Playbutton Corporation, a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
UNIT EXCHANGE AGREEMENT by and among PLAYBUTTON ACQUISITION CORP., PLAYBUTTON, LLC, and THE MEMBERS Dated as of October 15, 2012Unit Exchange Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • New York
This Unit Exchange Agreement (“Agreement”) effective as of October 15, 2012 is entered into by and among Playbutton Acquisition Corp., a Delaware corporation (the “Parent”), Playbutton, LLC, a Delaware limited liability company (the “Company”), the members of the Company (each a “Member” and collectively, the “Members”) who have signed Exhibit A attached hereto. Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
ComHear/UCSD MULTIPLE PROJECT RESEARCH AGREEMENTMultiple Project Research Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks
This Multiple Project Research Agreement (“MPR Agreement”) is made by and between COMHEAR, INC. (“Sponsor”) with offices at 303 Coast Blvd, Suite 14 La Jolla, CA 92037. and The Regents of the University of California, a California Corporation having its principal office at 1111 Franklin Street, 5th Floor, Oakland, CA 94607-5200, on behalf of the University of California, San Diego campus located at 9500 Gilman Drive, La Jolla, CA 92093-0934 (“University”).
ContractCommon Stock Purchase • May 15th, 2013 • Playbutton Acquisition Corp.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
Intellectual Property Purchase AgreementIntellectual Property Purchase Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • New York
This Intellectual Property Purchase agreement (“Agreement”) entered into this 15th day of October 2012 between Parte, LLC, a New York limited liability company (“Seller”), Playbutton, LLC, a Delaware limited liability company (“Purchaser”), and Playbutton Acquisition Corp., a Delaware corporation that as of the closing of the transactions contemplated by this Agreement will wholly-own Purchaser (the “Parent”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • Delaware
This Unit Exchange Agreement (“Agreement”) effective as of December 5, 2013 is entered into by and among Playbutton Corporation, a Delaware corporation (the “Parent”), Taida Company, LLC, a Delaware limited liability company (the “Company”), the members of the Company (each a “Member” and collectively, the “Members”) who have signed Exhibit A attached hereto. Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.” Certain capitalized terms used in this Agreement are set forth on Exhibit B attached hereto.
ComHear/UCSD MULTIPLE PROJECT RESEARCH AGREEMENTComhear/Ucsd Multiple Project Research Agreement • September 5th, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks
This Multiple Project Research Agreement (“MPR Agreement”) is made by and between COMHEAR, INC. (“Sponsor”) with offices at 303 Coast Blvd, Suite 14 La Jolla, CA 92037, and The Regents of the University of California, a California Corporation having its principal office at 1111 Franklin Street, 5th Floor, Oakland, CA 94607-5200, on behalf of the University of California, San Diego campus located at 9500 Gilman Drive, La Jolla, CA 92093-0934 (“University”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 12, 2013, by and between Parte, LLC, a New York limited liability company (“Shareholder”), and Playbutton Corporation, a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • New York
THIS CONSULTING AGREEMENT (the "Agreement”) by and between Playbutton LLC ("Company') and Paste LLC ("Consultant') is effective as of December 20, 2012 (the "Effective Date")
LICENSE AGREEMENT BETWEEN COMHEAR, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. SD2010-350License Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • California
This agreement (“Agreement”) is made by and between ComHear, Inc., a Delaware corporation having an address at 303 Coast Blvd., Suite 14, La Jolla, CA 92037 (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
CONFIDENTIALITY, COLLABORATION & SUPPLY AGREEMENTConfidentiality, Collaboration & Supply Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • Ontario
THIS CONFIDENTIALITY COLLABORATION & SUPPLY AGREEMENT ('Agreement') dated December 1, 2013 ("Effective Date”) is entered into among TAIDA COMPANY, LLC, a Delaware U.S.A. limited liability company (“Taida”) * XXXXXXXXX XXXXX XXXX XXXXXXX XXXXXXXXX are collectively referred to as the “parties”.
CONFIDENTIALITY, COLLABORATION & SUPPLY AGREEMENTConfidentiality, Collaboration & Supply Agreement • September 5th, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • Ontario
THIS CONFIDENTIALITY COLLABORATION & SUPPLY AGREEMENT (“Agreement”) dated December 1, 2013 (“Effective Date”) is entered into among TAIDA COMPANY, LLC, a Delaware, U.S.A. limited liability company (“Taida”), WOODBRIDGE FOAM CORPORATION, an Ontario, Canada corporation (“Woodbridge”) and CUSTOM FOAM SYSTEMS, LTD., an Ontario, Canada corporation (“CFS”). For the purposes of this Agreement, Taida, Woodbridge and CFS are collectively referred to as the “parties”.
License AgreementLicense Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • New York
This is a License Agreement (“Agreement”), entered into this 15th day of October 2012, to be effective as of the Effective Date as defined below, by and between Parte, LLC (“Licensee”), a New York limited liability company, and Playbutton, LLC (“Licensor”), a Delaware limited liability company. Mr. Nick Dangerfield is also a party to this Agreement, but only as to Subsection 11.3(B) (“By Playbutton and Dangerfield”).
AGREEMENT between WOLFSON MICROELECTRONICS PLC and TAIDA COMPANY, LLCAgreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • England and Wales
WOLFSON MICROELECTRONICS PLC, a company registered in Scotland (Registered Number SC089839) whose registered office is at Westfield House, 26 Westfield Road, Edinburgh EH11 2QB (the “Licensee”); and
PLAYBUTTON, LLCC Unit Award Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • Delaware
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").
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2013 • Playbutton Acquisition Corp.
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).
