Exhibit 4.1





 


	COMMON STOCK	COMMON STOCK
	[SEAL]	[SEAL]
	 	CUSIP


 


	 	SEE REVERSE FOR CERTAIN DEFINITIONS


 


MONSTER DIGITAL,
INC.


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


THIS CERTIFIES THAT


 


SPECIMEN


 


is the owner of


 


FULLY PAID AND
NON-ASSESSABLE SHARES OF THE COMMON STOCK,


$0.0001 PAR
VALUE PER SHARE, OF


 


MONSTER DIGITAL,
INC. 


(the “Corporation”)


 


transferable on the books of the Corporation
by the holder thereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF,
the said Corporation has caused this certificate to be signed by facsimile signatures of its authorized officers.


 


Dated:


 


[MONSTER DIGITAL, INC. CORPORATE
SEAL OF DELAWARE]


 


	/s/ David H. Clarke	 	/s/ Jawahar Tandon
	SPECIMEN	 	SPECIMEN
	PRESIDENT AND CHIEF EXECUTIVE OFFICER	 	SECRETARY


 


COUNTERSIGNED AND REGISTERED:


CORPORATE STOCK TRANSFER, INC.


TRANSFER AGENT AND REGISTRAR


 


By


 


Authorized Signature


 


(REVERSE SIDE)


 


A statement of the rights, preferences,
privileges and restrictions granted to or imposed upon the respective classes or series or shares of stock of the Corporation,
and upon the holders thereof as established by the Certificate of Incorporation or by any certificate of designation, and the number
of shares constituting such series or class and the designations thereof, may be obtained by any stockholder of the Corporation
upon request and without charge from the Secretary of the Corporation at the principal office of the Corporation.


 




     


     


    

  


The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


TEN COM -as tenants in common


TEN ENT - as tenants by the entireties


JT TEN - as joint tenants with
right of survivorship and not as tenants in common


 


	 	UNIF GIFT MIN ACT -  	 	  Custodian	___	 
	 	 	(Cust)	 	(Minor)	 


 


	 	under Uniform Gifts to Minors Act
	 	 
	 	(State)


 


Additional abbreviations may also
be listed though not in the above list. 


 


  


For value received, _________________________
hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER	 
	IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 


 


 


(PLEASE PRINT
OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 


 


 


 


 


 


______________________________________________________________________
Shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint


 


___________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in
the premises.


 


	Dated 	 	 
	 	 	 


 


	 	 
	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.	 


 


SIGNATURE GUARANTEED


 





	 	 
	THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.