Exhibit 10.5


 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



 



    	 



    	 



    

 



AMENDMENT NO. 4 TO TRADEMARK.
LICENSE AGREEMENT


 


This Amendment No. 4 to Trademark License
Agreement ( “Amendment No. 4”)” is made and entered into effective as of September 6, 2015(the “Effective
Date'') by and between Monster, Inc. f/k/a Monster Cable Products, Inc., a California corporation having an address at 455
Valley Drive, Brisbane, CA 94005 (“Licensor”), SDJ Technologies, Inc., a Delaware corporation having an address
at 2655 Park Center Drive, Unit C, Simi Valley, CA 93065 (“SDJ”), and Tandon Digital, Inc., a Delaware corporation
having an address at 2655 Park Center Drive, Unit C, Simi Valley, CA 93065 (“Parent”) (each of above entities
are sometimes referred to as a “Party” and are collectively referred to as the “Parties”).


 


RECITALS


 


		A.	Licensee develops, manufactures, sells and distributes memory data storage and other products.



 


		B.	On July 7, 2010, Licensor and SDJ executed a Trademark License Agreement (the “License
Agreement”) relating to the license of the Monster trademark and logos with respect to the manufacture, design, distribution,
and sale of certain memory data storage products;



 


		C.	On July 7, 2010, April 4, 2012 and August 18, 2015 Licensor and SDJ effected Amendment No. 1,
Amendment No. 2 and Amendment No. 3, respectively, to the Original License Agreement to further define the aforementioned granting
of rights (“Amendment No. 1”, “Amendment No. 2” and “Amendment No. 3”)
(the License Agreement and Amendment Nos. 1, 2 and 3 are collectively referred to as the “Original License Agreement”);



 


		D.	Each of Parties wish to amend Exhibit “B” to the Original License Agreement to expand
the scope of what may be sold under the License to include action sports cameras and Cable Memory;



.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


 


 


 



    	 



    	 



    

 



 


1. Exhibit B of the Original License Agreement is deleted
and replaced by the following:


 


 


EXHIBIT B


 


LICENSED PRODUCTS


 


DRAM Modules


USB Flash Drives


Flash Based SD, M2, MicroSD, CF, ProDuo,
card products


Inernal Power Supplies for pc’s


Hybrid Drives


Action Sports Cameras


Cable Memory


 


 


 


 


 


 


 


 


 


(signature page on following page)


 


 


 


 


 


 


 


 


 


 

 



    	CONFIDENTIAL
2



    	 



    

 


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Amendment No. 4 as the day and year first above written.


 


	 	LICENSOR:
	 	Monster, Inc.
	 	 
	 	By: /s/ Ajay Vadera
	 	Name: Ajay Vadera
	 	Title: Chief Financial Officer
	 	Date:                                       
	 	 
	 	
        SDJ:

         

         

	 	SDJ TECHNOLOGIES, INC.
	 	 
	 	By: /s/ Vivek Tandon
	 	Name: Vivek Tandon
	 	Title:                                      
	 	   
	 	
        PARENT:

         

	 	 TANDON DIGITAL, INC.
	 	 
	 	By: /s/ Vivek Tandon
	 	Name: Vivek Tandon
	 	Title:                                        


 


 








    	CONFIDENTIAL
3