i think the hand is fine. given the action you gotta figure you are behind at this point. the fold is correct given that if the button only calls you get 16:2 odds for a call and your 6 outs are probably not very clean..

pre-flop is also fine

maybe i would have bet out on the flop to test, and if Button raises and UTG+2 calls you have the odds to see the turn. if it comes back rasied, re-raised you can lay it down..