Exhibit 10.23


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of November 10, 2016, among Monster Digital, Inc. (the “Company”),
and each signatory hereto (each, an “Investor” and collectively, the “Investors”). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreements (as defined below).


 


R E C I T A L S


 


WHEREAS, the Company
and the Investors are parties to Subscription Agreements, as such may be amended and supplemented from time to time, with respect
to the offering of up to $2,500,000 shares of the Company’s common stock at a per share purchase price of $1.50 (the “Subscription
Agreements” and such offering the “Offering”) ;


 


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 $0.0001 per share.


 


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


 


(d) “Filing
Date” means the date that is sixty (days) after the Final Closing Date.


 


(e) “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.


 


(f) The terms “register,”
“registered” and “registration” refer to a registration effected 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.


 


(g) “Registrable
Securities” means the Common Stock issued pursuant to the Subscription Agreements  


 


(h)        “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.


 


(i) “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.


 


(j) “Shares”
means the shares of Common Stock issued pursuant to the Subscription Agreements.


 






    	 	B-1	 



     


    

 


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. The registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 and shall contain 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 its best efforts to keep the registration statement
continuously effective under the Securities Act until 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 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.


 


(c)        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, (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). 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.


 


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


 


(a)        Prepare
and file with the Commission on or before the Filing Date a registration statement with respect to such Registrable Securities
and use its best 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);


 






     


     


    

 


(d)        Use
its best 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 a prospectus relating
thereto is required to be delivered under the Securities Act, within one business day, (i) of the effectiveness of such registration
statement, or (ii) of the happening of any event as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the circumstances then existing;


 


(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.


  


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), placement agent, and legal advisor 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 in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Investor, underwriter or controlling person.


 






     

     


    

 


(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 in reliance upon and in conformity with
written information furnished by such Investor expressly for use in connection with such registration; 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.


 


(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 or Form S-3, 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 the Final Closing
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


  


1.8        Transfer
or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section
1 may not be transferred or assigned.


 


	 	2.	Legend.


 


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


 


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 


(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, (ii) in connection with a sale, assignment or other transfer, such holder provides
the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer
is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) 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.
This Agreement shall be governed by New York 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 WAIVER OF
JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


3.3 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 effected in
accordance with this Section 3.3 shall be binding upon each holder of Registrable Securities then outstanding, each future holder
of all such Registrable Securities and the Company.


 


3.4 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.


 


3.5 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.


 


3.6 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 its President,
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.


 


3.7 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.


 


3.8 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. 


 


3.9 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.


 






     


     


    

 


3.10 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.


 


3.11 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 PAGES FOLLOW]


   




     


     


    

  


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.


 





	 	MONSTER DIGITAL, INC.
	 	 
	 	 
	 	By: /s/
    David Clarke 
	 	Name: David Clarke
	 	 
	 	Title: Chief Executive Officer
	 	Address for Notices:




 


 


[COMPANY SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT]


 






     


     


    

  


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
	 	 
	 	Gibralt Capital Corporation”
	 	 
	 	By: /s/
    Stanley Belzberg
	 	 
	 	Name:
    Stanley Belzberg
	 	 
	 	Title: Chief Executive Officer
	 	 
	 	Address for Notices:
	 	 
	 	Telephone:
	 	Fax:
	 	Email:







 


 


[INVESTOR COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT]


 






     


     


    

 


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 NASDAQ Capital 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 2121; and in the case of a principal transaction
a markup or markdown in compliance with FINRA Rule 2121.02. 


 


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).


 






     


     


    

 


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.


 


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).


 



     


     


    

 


Annex B


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial owner of common
stock (the “Registrable Securities”) of Monster Digital, Inc., 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: 


 






    	 	B-12	 



     


    

  


	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 Subscription 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.


 


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:	 	 




 


 


[SIGNATURE PAGE FOR SELLING SECURITYHOLDER
NOTICE AND QUESTIONNAIRE]