MUTUAL GENERAL RELEASE AND SETTLEMENT AGREEMENT

This Mutual General Release and Settlement Agreement (the “ Agreement ”) is made and entered into as of April 7, 2009 (the “ Effective Date ”) by and between Pure Play Music, Ltd., a Nevada corporation (the “ Company ”), on the one hand, and each person or entity listed on the schedule of shareholders attached hereto as Schedule I (the “ Shareholders ”), on the other hand.  The Company and the Shareholders are collectively referred to herein as the “ Parties ” and each is a “ Party ” to this Agreement.

A.           On July 25, 2007, the Company executed a Convertible Promissory Note (the “ Note ”) in favor of Cohiba Partners, Inc., a California corporation (“ Cohiba ”), in the principal amount of up to Three Hundred Thousand Dollars ($300,000.00), which was convertible into shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”).

B.           On July 12, 2008, Cohiba converted the Note into Twenty Nine Million One Hundred One Thousand Two Hundred Twenty One (29,101,221) shares of the Company’s Common Stock (the “ Shares ”) and the Note was cancelled.  At the time of their purported issuance, the Shares were imprinted with a “restrictive legend.”

C.           In or about July, 2008, Cohiba and its affiliates obtained a written legal opinion that the restrictive legend could be removed from the Shares.   Cohiba and its affiliates delivered the legal opinion to the Company’s Common Stock transfer agent, which, in turn, caused the restrictive legend to be removed from the Shares.  On February 27, 2009, however, the legal opinion was formally withdrawn.

D.           Certain disputes have arisen among the Parties with respect to the Shares.

E.           The Parties desire to avoid litigation and controversy and fully settle and compromise any and all claims that the Parties have or may have against each other relating in any way to the Shares.

NOW , THEREFORE , for and in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.            Settlement Of The Shares .   The Parties agree to following terms and conditions with respect to the Shares:

a.            Immediate Cancellation Of Shares; Retention Of Certain Number Of Shares By Cancelling Shareholders .  Upon the execution of this Agreement, each of the Shareholders listed in Column A of Schedule II hereto shall immediately deliver the certificates reflecting the number of Shares set forth opposite the Shareholder’s name in Column B of Schedule II to the Company’s common stock transfer agent, Signature Stock Transfer, Inc. (the “ Transfer Agent ”), located at 2632 Coachlight Court, Plano, TX 75093, for reissuance with the legend as specified in section 2(f) below and/or cancellation pursuant to the terms of this Agreement.  All Shares listed in Column C of Schedule II shall be deemed cancelled as of the Effective Date of this Agreement.  Each of the Shareholders listed in Column A of Schedule II will retain record ownership of the number of Shares set forth opposite the Shareholder’s name in Column D of Schedule II, subject to the provisions of this Agreement.  The Shares retained by the respective Shareholders and set forth in Column D of Schedule II will be hereinafter referred to as the “ Retained Shares .”

b.            Immediate Transfer Of Certain Of The Retained Shares .  Upon the execution of this Agreement, each of the Shareholders listed in Column A of Schedule III hereto shall transfer the number of Retained Shares set forth opposite the Shareholder’s name in Column B of Schedule III to the Shareholders listed in Column C of Schedule III.  The Shares transferred by the respective Shareholders and set forth in Column B of Schedule II will be hereinafter referred to as the “ Transferred Shares .”  The Retained Shares and the Transferred Shares, collectively, will be hereinafter referred to as the “ Lock-Up Shares .”

c.            Shares Beneficially Owned By Cohiba Group Shareholders .  With respect to any Lock-Up Shares that are retained by or transferred to Cohiba and any affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange of 1934, as amended, or the “ Exchange Act ”) of Cohiba (“ Cohiba Affiliates ”), the Parties expressly understand and agree that Cohiba and the Cohiba Affiliates may, subject to the terms and conditions of this Agreement, designate, in addition to itself, one or more person(s) or entity(ies) (each such person or entity, a “ Cohiba Designee ”) to have record ownership of such Lock-Up Shares.  All Cohiba Designees shall be listed of Schedule IV hereto and shall execute this Agreement as a Shareholder hereunder.  Each Cohiba Designee shall be a party to, and bound by, all of the terms and conditions of this Agreement.  It is expressly understood and agreed that: (i) Cohiba, (ii) the Cohiba Affiliates, (iii) October Funds, (iv) any affiliates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of October Funds (“ October Funds Affiliates ,” and together with the Cohiba Affiliates, the “ Cohiba Group Affiliates ”), (v) the Cohiba Designees, (vi) any future transferee (each a “ Cohiba Transferee ” and for purposes of clarity, the term “ Cohiba Transferee ” shall also include any future transferee of a Cohiba Transferee) of Cohiba, any Cohiba Affiliate, any Cohiba Designee or any Cohiba Transferee, and (vii) any future transferee (each an “ October Funds Transferee ,” and for purposes of clarity, the term “ October Funds Transferee ” shall also include any transferee of an October Funds Transferee), of October Funds, any October Funds Affiliate or any October Funds Transferee, shall not, as of and at any time after the Effective Date of this Agreement, beneficially own, whether directly or indirectly, more than an aggregate of Four Million Fifty Seven Thousand Eight Hundred Fifty Two (4,057,852) shares of Common Stock.  For purposes of this Agreement, the term “ Cohiba Shareholder ” shall mean Cohiba and the Cohiba Affiliates, Cohiba Designees and Cohiba Transferees; the term “ October Funds Shareholders ” shall mean October Funds, and the October Funds Affiliates and October Funds Transferees; and the term “ Cohiba Group Shareholders ” shall mean the Cohiba Shareholders and the October Funds Shareholders.

d.            Shares Pledged to Leon Frenkel .  With respect to the 1,000,000 Shares of the Company’s Common Stock in the name of Cohiba which have been pledged by Cohiba to Leon Frenkel as security for certain indebtedness of the Company, upon the payment by the Company of the full amount of indebtedness, Cohiba shall cause such Shares to be immediately delivered to the Transfer Agent for cancellation.

2.            Restrictions On Lock-Up Shares .

a.            Initial Lock-Up Period . Except as otherwise expressly provided herein, and except as each Shareholder may be otherwise restricted from selling shares of Common Stock under applicable securities laws, rules and regulations, the Shareholders may not publicly sell any of their Lock-Up Shares commencing on the Effective Date of this Agreement and continuing until July 14, 2009 (the “ Initial Lock-Up Period ”).  After the expiration of the Initial Lock-Up Period, the Shareholders, excluding the Cohiba Group Shareholders, and subject to available exemptions under applicable law, may publicly sell all or any portion of their Lock-Up Shares; provided , however , that prior to and as a condition precedent of any public sale of any Lock-Up Shares, the Shareholders must provide to the Company’s Transfer Agent at the address specified in section 1(a) above a written legal opinion (an “ Opinion ”) from securities counsel (which Opinion may be a single master opinion covering all of the Lock-Up Shares) opining that the intended sale of the Lock-Up Shares will be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “ Securities Act ”).  Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Company’s legal counsel shall be required, obligated or called upon to render any opinions with respect to any of the Lock-Up Shares.

b.            Additional Restrictions On Lock-Up Shares Held By The Cohiba Group Shareholders.   Commencing on the expiration of the Initial Lock-Up Period and continuing until October 14, 2009 (the “ Second Lock-Up Period ”), the Cohiba Group Shareholders, collectively, on a cumulative basis, and subject to available exemptions under applicable law, may publicly sell up to an aggregate of Five Hundred Thousand (500,000) of their Lock-Up Shares.  Commencing on the expiration of the Second Lock-Up Period and continuing until April 14, 2010 (the “ Third Lock-Up Period ”), the Cohiba Group Shareholders, collectively, on a cumulative basis, and subject to available exemptions under applicable law, may publicly sell up to an aggregate of Five Hundred Thousand (500,000) of their Lock-Up Shares.  Commencing on the expiration of the Third Lock-Up Period and continuing until July 14, 2010 (the “ Fourth Lock-Up Period ”), the Cohiba Group Shareholders may publicly sell only that number of Lock Up Shares that they could have sold in the Second and Third Lock-Up Periods, but which they have not yet sold.  After the expiration of the Fourth Lock-Up Period, the Cohiba Group Shareholders, subject to available exemptions under applicable law, may publicly sell all or any portion of their remaining Lock-Up Shares.   Provided , however , that prior to and as a condition precedent of any public sale of any Lock-Up Shares under this section 2(b), an Opinion covering the intended sale of the Lock-Up Shares must have been provided to the Company’s Transfer Agent (which Opinion may be part of the master opinion referenced above).

c.            Private Sales .  At any time, and from time to time, after the Effective Date of this Agreement, any Shareholder may make any sale, exchange, assignment or gift of the granting of any security interest, pledge or other encumbrance in, or of the creation of, any voting trust or other agreement or arrangement with respect to the transfer of voting rights in, their Lock-Up Shares, or the creation of any other claim thereto or any other transfer or disposition whatsoever (including, but not limited to, an involuntary transfer), whether directly or indirectly, or voluntary, involuntary or by operation of law, affecting the right, title or interest or possession in or to their Lock-Up Shares (“ Transfer ”) of any of their Lock-Up Shares to any person or entity (the “ Prospective Transferees ”) in a private transaction pursuant to an exemption from the registration requirements of Section 5 of the Securities Act; provided , however , that any Prospective Transferee of Lock-Up Shares who receives Lock-Up Shares without violation of this Agreement shall (i) take and hold such Lock-Up Shares subject to this Agreement and to all the obligations and restrictions upon the transferor, (ii) observe and comply with this Agreement and with such obligations and restrictions, and (iii) as a condition of Transfer, execute and deliver to the Company a Joinder Agreement substantially in the form of Exhibit A hereto, and if applicable, the Spousal Consent of such person’s spouse substantially in the form attached hereto as Exhibit B .  Upon the Transfer of any Lock-Up Shares to a Prospective Transferee, such Prospective Transferee shall be a Shareholder (or a Cohiba Group Transferee, if applicable) for purposes of this Agreement.

d.            Failure to Comply .  Any purported Transfer of Shares in violation of this Agreement shall be void and of no force or effect, and no such Transfer shall be made or recorded on the books of the Company.

e.            Transfer Agent .  The Parties expressly understand and agree that a copy of this Agreement will provided to the Company’s Transfer Agent.  The Parties further understand and agree that this Agreement constitutes joint instructions to the Transfer Agent not to effect any transfer of any of the Retained or Transferred Shares except in accordance with the terms and conditions of this Agreement.

f.            Legend.   All of the certificates evidencing the Lock-Up Shares shall, unless otherwise permitted by this Agreement, be stamped or imprinted with a legend substantially as follows:

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN MUTUAL GENERAL RELEASE AND SETTLEMENT AGREEMENT, DATED APRIL 7, 2009, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SAID AGREEMENT.

3.            Representations, Warranties, Covenants and Certifications of the Shareholders .   Each Shareholder represents, warrants, covenants, certifies and/or acknowledges the following:

a.           The Shares were issued by the Company to Cohiba on July 12, 2008 in exchange for the cancellation of the indebtedness represented by the Note;

b.           That as of the Effective Date of this Agreement, the Company does not meet the current public information requirements under Rule 144(c)(1) as promulgated under the Securities Act;

c.           Schedule V hereto sets forth a complete and accurate list of all shares of the Company’s Common stock that each Shareholder and any “affiliate” of each such Shareholder (as such term is defined under Rule 12b-2 promulgated under the Exchange Act), either directly or indirectly, is the “beneficial owner” of, in accordance with the provisions of Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder (collectively, “ Section 13(d) ”).  Neither the Shareholder nor any of his/her/its affiliates directly or indirectly beneficially own, in accordance with the provisions of Section 13(d), any other shares of the Company’s Common Stock other than the shares listed of Schedule V.  Neither the Shareholder nor any of his/her/its affiliates is/are a member of a group of persons which are subject to the provisions of Section 13(d). After the Effective Date of this Agreement, each Shareholder and any affiliate of each such Shareholder shall file, if required, any and all required reports or forms pertaining to the shares listed of Schedule V with applicable federal and state governmental authorities, including, any forms or reports as required by Section 13(d) and Section 16 of the Exchange Act, and the rules and regulations promulgated thereunder;

d.           He/she/it has received no oral representations or warranties on which he/she/it has relied in connection with entering into this Agreement and has received no representations or warranties other than those expressly set forth in this Agreement; and

e.           The Cohiba Group Shareholders represent and warrant that as of and at any time after the Effective Date of this Agreement, they shall not beneficially own, directly or indirectly, more than an aggregate of Four Million Fifty Seven Thousand Eight Hundred Fifty Two (4,057,852) shares.

f.           Upon the execution of this Agreement, the Cohiba Shareholders will deliver to the Company any and all of the Company’s data, documents, files, books, records, financial statements, financial records, ledgers, business information, including business plans, operating plans, compensation data, sales data, customer lists, customer preferences, leads lists, financial information, credit information, and similar items, information relating to future plans of the Company or its affiliates, including marketing strategies, new materials research, pending projects and proposals, proprietary production processes, research and development strategies, and similar items, and technical information, including computer programs, software, databases, models, algorithms writings, drawings, images, text, graphics, illustrations, notebooks, documents, photographs, methods, know-how, formulae, compositions, technological data, code, technological prototypes, processes, discoveries, machines, inventions, and similar items, whether in electronic format or otherwise, that the Cohiba Shareholders have in their possession.

g.           He/she/it has all requisite corporate or individual power and authority to enter into, execute, deliver, and perform its obligations under this Agreement.  He/she/it has taken all action required by law, its charter document(s) or otherwise to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein.  This Agreement has been duly and validly executed and delivered by him/her/it and is the valid and binding legal obligation of him/her/it, enforceable against him/her/it in accordance with its terms.

h.           All of the Shares that have been deposited with the Depository Trust Company (“ DTC )” are beneficially owned by bona fide third party purchasers for value without notice (“ BFPs ”) who are not “affiliates” (as such term is defined under Rule 12b-2 promulgated under the Exchange Act) of any of the Shareholders, except for the Shares listed on Schedule VI hereto, which are held in the name of the person or entity set forth opposite such Shares on Schedule VI.

4.            No Reverse Stock Split .   The Company will not effect a reverse stock split of the Company’s Common Stock at any time prior to April 6, 2011.  In the event the Company effects a reverse stock split prior to April 6, 2011, the Cohiba Shareholders will be provided with anti-dilution protections with respect to their Lock-Up Shares, such that after any such reverse stock split, they will own the same number of Lock-Up Shares as they owned prior to any such reverse stock split.  The Company will not transfer corporate assets or corporate opportunities to another company without fair consideration in accordance with applicable Nevada law.  The Company will use its best efforts to acquire all right, title and interest in and to the ownership of an entity or the assets of an entity known as “Pure Play Music, Ltd.”, an entity formed under the laws of the United Kingdom.

5.            Termination Of Prior Agreements .   The Company and the Shareholders agree that all written or oral agreements, contracts or understandings entered into by and between the Company, on the one hand, and the Shareholders, on the other hand, prior to the Effective Date of this Agreement are terminated as of the Effective Date of this Agreement.

6.            General Mutual Release Of All Known And Unknown Claims .   In consideration of the cancellation, transfer and retention of the Shares as specified in section 1 above and other consideration, the Company, on the one hand, and the Shareholders that are the original signatories to this Agreement and listed on Schedule I of this Agreement, on the other hand, on behalf of themselves and their respective current and former affiliates, agents, insurers, employees, officers, directors, partners, managers, members, shareholders, representatives, consultants, fiduciaries, accountants, attorneys, guarantors, related or affiliated companies, predecessors and all other persons or entities acting by, through, or in concert with them, hereby knowingly, voluntarily and expressly release, remit and forever discharge each other and their respective current and former affiliates, agents, insurers, employees, officers, directors, partners, managers, members, shareholders, representatives, consultants, fiduciaries, accountants, attorneys, guarantors, related or affiliated companies, predecessors and all other persons or entities acting by, through, or in concert with them, of and from any and all claims, demands, liens, agreements, contracts, covenants, promises, actions, suits, causes of action, obligations, controversies, debts, costs, charges, losses, expenses, damages, judgments, attorneys’ fees or expenses, orders and liabilities of whatever kind or nature, in law or equity, in tort or in contract, by statute, pursuant to case law or otherwise (collectively, “ Claims ”), whether now known or unknown, vested or contingent, suspected or unsuspected, and which have existed or may have existed, which do exist or may in the future exist arising out of or relating to facts, events, occurrences, or omissions up to and including the date this Agreement is fully executed by the Parties; save and except for the obligations created by, and breaches of, this Agreement.  The releases set forth in this paragraph are and shall be complete, irrevocable and unconditional releases with respect to the matters being released, including both known and unknown Claims, and the Company and the Shareholders hereby release all rights reserved to them under statutes of any jurisdiction that might restrict or limit the release of unknown Claims.  The Company and the Shareholders expressly agree that they will not institute, allow to be instituted on their behalf, and/or continue any legal, administrative, or griev