Exhibit 10.10


 


THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH
SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


TANDON
DIGITAL, INC. 


 


WARRANT
TO PURCHASE COMMON STOCK


 


	No. CS-W-1	August 18,  2015


Void After August 17, 2025


 


This
Certifies That, for value received, Noel Lee, or his assigns, (the “Holder”) is entitled to subscribe
for and purchase at the Exercise Price (defined below) from Tandon Digital, Inc.,
a Delaware corporation, (the “Company”), up to 2,840,779 shares of the Company’s common stock (the “Common
Stock”).


 


1.          Certain
Definitions. As used herein, the following terms shall have the following respective meanings:


 


1.1           “Asset
Transfer” shall mean the sale, lease or other disposition of all, or substantially, all the assets of the Company in
one or a series of transactions to any person or entity other than a wholly owned subsidiary of the Company.


 


1.2           “Exclusive
License” shall mean the grant of an exclusive license to all, or substantially all, of the Company’s intellectual
property that is used to generate all, or substantially all, of the Company’s revenues to any person or entity other than
a wholly owned subsidiary of this Company.


 


1.3           “Exercise
Period” shall mean the period commencing with the date hereof and ending on the earlier to occur of: (i) the 10-year
anniversary of the date hereof, (ii) an Asset Transfer, or (iii) the date of the closing of the initial public offering of the
Company’s Common Stock pursuant to a registration statement under the Act, (such offering, the “IPO”),
or two days preceding the closing date of any reorganization, consolidation or merger of the Company, or any simultaneous sale
of more than a majority of the then-outstanding securities of the Company other than a mere reincorporation transaction (an “Acquisition”)
(such earlier date, the “Termination Date”).


 


1.4           “Exercise
Price” shall mean $1.00 per share, subject to adjustment pursuant to Section 5 below.


 


1.5           “Exercise
Shares” shall mean the shares of the Common Stock issuable upon exercise of this Warrant, subject to adjustment pursuant
to the terms herein, including but not limited to adjustment pursuant to Section 5 below.


 




    	 	 	 



     

    

 


2.          Exercise
of Warrant. 


 


2.1           Generally.
The rights represented by this Warrant may be exercised in whole or in part at any time or from time to time during the Exercise
Period by delivery of the following to the Company at its principal office (or at such other address as it may designate by notice
in writing to the Holder): (i) an executed Notice of Exercise in the form attached hereto; (ii) payment of the Exercise Price either
by cancellation of indebtedness or in cash, check or wire transfer of immediately available funds; and (iii) this Warrant.


 


2.2           Issuance
of Certificates. Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise
Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall
be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so
exercised. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this
Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and
payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that,
if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer
books are open.


 


2.3           Net
Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash
or cancellation of indebtedness, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock, computed using
the following formula:


 


	 	X = Y (A-B)	 
	 	A	 


 


	Where X =	 	the number of shares of Common Stock to be issued to the Holder
	 	 	 
	Y =	 	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
	 	 	 
	A =	 	the fair market value of one share of Common Stock (at the date of such calculation)
	 	 	 
	B =	 	Exercise Price (as adjusted to the date of such calculation)


 


For purposes of the above
calculation, the fair market value of one share of the Common Stock as determined in good faith by the Board of Directors of the
Company.


 


2.4           Automatic
Net Exercise Events. If Holder does not elect to exercise in full this
Warrant during the Exercise Period, this Warrant shall be automatically net exercised in full in accordance with the provisions
of Section 2.3 above immediately prior to the expiration of this Warrant on the Termination Date.


 




    	 	2	 



     

    

3.          Covenants
of the Company.


 


3.1           Covenants
as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free
from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company
will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of
shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise
Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant,
the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.


 


3.2           No
Impairment. Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Certificate
of Incorporation, as amended, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of
this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of
the Holder against impairment.


 


3.3           Notices
of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash
dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least 10 days prior to the
date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or
distribution.


 


4.          Representations
of Holder.


 


4.1           Acquisition
of Warrant for Personal Account. The Holder represents and warrants that it is acquiring this Warrant and the Exercise Shares
solely for its account for investment and not with a view to or for sale or distribution of this Warrant or Exercise Shares or
any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares
the Holder is acquiring is being acquired for, and will be held for, its account only.


 


4.2           Securities
Are Not Registered.


 


(a)          The
Holder understands that the Warrant and the Exercise Shares have not been registered under the Act on the basis that no distribution
or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not
be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed
or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in,
or otherwise distributing the securities. The Holder has no such present intention.


 




    	 	3	 



     

    

 


(b)          The
Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered under
the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register
the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration.


 


(c)          The
Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act unless
certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of
certain current public information about the Company, the resale following the required holding period under Rule 144 and the number
of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for
resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in
the foreseeable future.


 


(d)          The
Holder recognizes that the exercise of the Warrant and any ultimate resale of the Exercise Shares involves a high degree of risk
in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital;
(ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should
consider investing in the Company and the Exercise Shares; (iii) an investor may not be able to liquidate his, her or its investment;
(iv) transferability of the Exercise Shares is extremely limited; (v) an investor could sustain the loss of his, her or its entire
investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation,
significant and material risks relating to the Company’s business and risks associated with any start-up operation.


 


(e)          The
Holder represents that he is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated
under the Act, and that it is able to bear the economic risk of an investment in the Exercise Shares.


 


(f)          The
Holder acknowledges that he has prior investment experience, including without limitation, investment in non-listed and non-registered
securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished
or made available by the Company and to evaluate the merits and risks of such an investment on its behalf, and that it recognizes
the highly speculative nature of this investment.


 


(g)          The
Holder acknowledges and hereby represents that he has been furnished or given access by the Company with or to all information
regarding the Company which it had requested or desired to know; that all documents which could be reasonably provided have been
made available for its inspection and review; that it has been afforded the opportunity to ask questions of and receive answers
from duly authorized representatives of the Company concerning the terms and conditions of this Warrant, and any additional information
which it had requested. The Holder further represents and acknowledges that the Holder has not seen or received any advertisement
or general solicitation with respect to the sale of any of the securities of the Company.


 




    	 	4	 



     

    

 


(h)          The
Holder acknowledges that this issuance of this Warrant and the exercise of the Warrant and ultimate resale of the Exercise Shares
may involve tax consequences, and that it must retain its own professional advisors to evaluate the tax and other consequences
of its receipt of the Warrant.


 


4.3           Market
Stand-Off. The Holder hereby agrees that the Holder shall not sell, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock
(or other securities) of the Company held by such Holder before the effective date of the registration statement for the first
firm commitment underwritten public offering of its Common Stock registered under the Securities Act (the “Initial Offering”)
for a period specified by the representative of the underwriters of Common Stock of the Company not to exceed one hundred eighty
(180) days following the effective date of the Initial Offering, which period may be extended up to an additional 18 days to enable
the underwriter(s) to comply with NASD Rule 2711(f)(4), or the applicable successor FINRA rule when published, if applicable to
the Initial Offering; provided that all officers and directors of the Company, and their respective Affiliates, and all holders
of at least five percent (5%) of the Company’s voting securities enter into similar agreements; and provided, further that
any releases from such agreements by the underwriters shall be made only on a pro rata basis.


 


4.4           Legend.
The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following
legend:


 


THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


5.          Adjustment
of Exercise Price. In the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits,
recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like,
the number and class of shares available under this Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted
to give the Holder Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the
Holder would have owned had this Warrant been exercised prior to the event and had the Holder continued to hold such shares until
after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise
Shares subject to this Warrant.


 




    	 	5	 



     

    

 


6.          Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise
Share by such fraction.


 


7.          No
Stockholder Rights. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights
as a stockholder of the Company.


 


8.          Transfer
of Warrant. This Warrant and all rights hereunder are transferable, in whole only, upon the prior written consent of
the Company, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached
hereto to any transferee designated by Holder. The transferee shall sign an investment letter in form and substance satisfactory
to the Company.


 


9.          Lost,
Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on
such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


10.         Modification
and Waiver. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Holder.


 


11.         Notices.


 


11.1         Generally.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified, (ii) five days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iii) one day after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the
signature page, or at such other address as the Company or Holder may designate by 10 days advance written notice to the other
parties hereto.


 


11.2         Required
Notices. If at any time during the Exercise Period, the Company: (i) declares any dividend upon the Common Stock; (ii) effects
any capital reorganization or reclassification of its capital stock, (iii) consummates an Acquisition; (iv) consummates an Asset
Transfer, (v) closes its Initial Offering, or (vi) any voluntary or involuntary liquidation, dissolution or winding up of the Company,
then the Company shall provide Holder with at least 20 days prior written notice of such corporate action.


 




    	 	6	 



     

    

 


12.         Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


13.         Governing
Law; Venue. This Warrant is to be construed in accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the
internal laws of the State of California to the rights and duties of the parties. All disputes and controversies arising out of
or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Los Angeles County
in the State of California, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall
lie exclusively with such courts.


 


[Remainder of Page Intentionally Left
Blank]


 




    	 	7	 



     

    

 


In
Witness Whereof, the Company has caused this Warrant to be executed by its duly authorized officer as of August 18,
2015.


 


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


 


	 	Name:	Vivek Tandon


 


	 	Title:	President


 




    	 	8	 



     

    

 


NOTICE
OF EXERCISE


 


TO: TANDON DIGITAL,
INC.


 


(1)          ̈         The
undersigned hereby elects to purchase ________ shares of Common Stock of Tandon Digital, Inc. (the “Company”)
pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.


 


 ̈         The
undersigned hereby elects to purchase ________ shares of Common Stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 2.3 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if
any.


 


(2)         Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


 


	 	 	 
	 	(Name)	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


(3)         The
undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present
intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its
investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background
in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting
the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise
of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Act”), by reason
of a specific exemption from the registration provisions of the Act, which exemption depends upon, among other things, the bona
fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Act,
they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available;
(v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Act
unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144,
that among the conditions for use of the Rule is the availability of current information to the public about the Company and the
Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make
any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration
statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement,
or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration
is not required.


 




    	 	1	 



     

    

 


	 	 	 
	 (Date)	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Print name)


 




    	 	2	 



     

    

 


FORM
OF ASSIGNMENT


 


(To assign the foregoing Warrant,
execute this form and supply required information. Do not use this form to purchase shares.)


 


For
Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 


(Please Print)


 


	Address:	 


(Please Print)


 


Dated: __________, 20__


 


	Holder’s	 	 
	Signature:	 	 
	 	 	 
	Holder’s	 	 
	Address:	 	 


 


NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.


 




    	 	1