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: CFO
	 	Date: November 10, 2015
	 	 
	 	SDJ:
	 	 
	 	SDJ TECHNOLOGIES, INC.
	 	 
	 	By:	/s/ Vivek Tandon
	 	Name: Vivek Tandon
	 	Title: President


 


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


 




    	 	CONFIDENTIAL
3	 



     


    



 


AMENDMENT
NO. 5 TO

TRADEMARK LICENSE


AGREEMENT


 


This Amendment No. 5 to Trademark License
Agreement ( “Amendment
No. 3”) is made and entered into effective as of April __,
2016 (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 Monster Digital, Inc. f/k/a 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.	SDJ and Licensee develop, manufacture, sell and distribute memory data storage products and action
sports cameras and related accessories;



 


		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 and April 4, 2012, Licensor and SDJ effected Amendment No. 1 and Amendment No.
2, respectively, to the Original License Agreement and on August 18, 2015 and September 6, 2015 the Parties effected Amendment
No. 3 and Amendment No. 4, respectively, to the Original License Agreement, each to further define the aforementioned granting
of rights and Amendment No. 4 to also specifically relate to the license of the Monster trademark and logos with respect to the
manufacture, design, distribution, and sale of action sports cameras (“Amendment
No. 1”, “Amendment No. 2”, “Amendment No. 3” and “Amendment
No. 4”) (the License Agreement and Amendment Nos. 1, 2, 3 and 4 are collectively referred to as the “Original
License Agreement”);



 


		D.	SDJ and Licensee have been manufacturing, selling and
distributing certain memory data storage products and action sports cameras under the Mark of Licensor under the Original License
Agreement; and



 


		E.	The Parties now desire that, in addition to the rights granted under the Original License Agreement,
(i) Parent as Licensee also be granted a license to use the name “Monster Vision” (the “Licensed
Name”) as the branded name of its action sports cameras and accessories, and Licensor is willing to grant Parent
as Licensee a license to use the Licensed Name subject to the terms and conditions of the Original License Agreement as amended
by this Amendment No. 5 and (ii) certain payment and related terms set forth in the Original License Agreement be modified as further
described herein.



 




     


     


    

 


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


 


1.          Licensor
waives noncompliance by Licensee to date with the terms of the Original License Agreement solely with respect to failure by Licensee
to make required timely payments under the Original License hereby acknowledging that it hereby waives any rights under the Original
License Agreement to terminate said Agreement for such noncompliance.


 


2.          Section
1.2 of the Original License Agreement is deleted and replaced by the following:


 


1.2        Licensor
Purchase. Licensor or its designee may purchase from Licensee, Licensed Products. The prices to be paid by Licensor
or its designee for such purchases shall be Licensee’s Manufacturing Cost. (“Manufacturing
Cost” means, for purposes of this paragraph, the actual FOB cost charged by manufacturer to Licensee, inclusive
of quota, to produce Licensed Products, with no pass-through expenses, upcharges, service fees, sourcing fees or any other charges
or soft amortized costs whatsoever added on to the cost incurred by Licensee. In instances where Licensee directly operates the
manufacturing facility, Licensor shall be provided with copies of all costing sheets for Licensed Products). Licensor or its designee
shall be responsible for all shipping and costs associated therewith of any Licensed Products so purchased from Licensee further
to this Section 1.2.


 


3.          Section
2 of the Original License Agreement is deleted and replaced by the following:


 


2.          Term.
The term of this Agreement will commence as of the Effective Date and will terminate, subject to the terms herein and the payment
of the minimum royalties set forth below, on July 7, 2035 (the “Term”).
In each of years 3, 4, 5 and 6 of the Agreement, Licensee must pay Licensor a minimum royalty of $50,000 per quarter.
In each of years 7, 8, 9 and 10 of the Agreement, Licensee must pay Licensor a minimum royalty of $125,000 per quarter. In each
of years 11, 12, 13, 14 and 15 of the Agreement, Licensee must pay Licensor a minimum royalty of $187,500 per each quarter of each
year. In each of years 16, 17, 18, 19, 20 21, 22, 23, 24 and 25 of the Agreement, Licensee must pay Licensor a minimum royalty
of $250,000 per each quarter of each year. At any time during the Term of this Agreement or any extension, the Parties may negotiate
for a permanent license payment. In addition to the foregoing, and in consideration for the rights granted to Licensee under Amendment
No. 3, on August 18, 2015, the Parties acknowledged that Parent issued Licensor 510,101 shares of its common stock, said number
adjusted by a one-for-11.138103 reverse stock split effected by Parent in January 2016 (the “Tandon
Shares”) and warrants to purchase 255,050 shares of common stock to Noel Lee; such
Tandon Shares are subject to possible forfeiture further to the provisions of Section 13.1.2 herein. As additional consideration
for the license grant to use the Licensed Name, the sum of Five Hundred Thousand Dollars ($500,000) shall be paid by Licensee of
which One Hundred Twenty Five Thousand Dollars ($125,000) has been paid to date, the balance due on April __, 2017; provided, however,
that upon the effective date of the initial public offering of Parent’s common stock (the “IPO”),
if any, Licensee will pay in full to Licensor any remaining balance of such $500,000 additional consideration.


 




    	 	CONFIDENTIAL
2	 



     


    

 


4.          Section
3 of the Original License Agreement is deleted and replaced by the following:


 


3.          Sales
Royalty and Payments. During the Term, Licensee shall pay to Licensor a royalty equal to four percent (4%) of Net Sales
(“Sales Royalty”). For purposes hereof, “Net Sales” means the total of gross amounts directly or indirectly
invoiced or charged to others or otherwise derived by Licensee from the sale of Licensed Products, reduced only by (i) twenty percent
(20%) of any gross sales of Licensed Products by Licensee to Licensor further to Section 1.2 herein and (ii) the actual amount
of returns. No other deductions, whether for unpaid or uncollectible accounts, commissions, chargebacks, or other discounts given
or costs incurred by Licensee shall be taken.


 


5.         Exhibit
A of the Original License Agreement is deleted and replaced by the following:


 


EXHIBIT
‘A”


 


Monster
Marks


 


MONSTER
DIGITAL


 


MONSTER
VISION (said name and mark license shall be exclusive to Parent and SDJ for use as the branded name of action sports cameras and
accessories)


 


MONSTERDIGITAL.COM


 


M
(stylized) – see attached


 


Note:   M(stylized),MONSTER
DIGITAL and MONSTER VISION are to always be used together and in compliance with the trademark usage guidelines of the Agreement.
MONSTER DIGITAL may be used as Licensee’s corporate name (Monster Digital, Inc.) or separately in marketing text.


 


6.          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 and accessories (including VR goggles)


Cable
Memory


Lightning
Cable


 


(signatures
on following page)


 




    	 	CONFIDENTIAL
3	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 5 as the day and year first above written.


 


	 	LICENSOR:
	 	 
	 	MONSTER, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	4/25/16
	 	 	 
	 	SDJ:
	 	 
	 	SDJ TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ J. Tandon
	 	 	 
	 	Name:	J. Tandon
	 	 	 
	 	Title:	Chairman
	 	 	 
	 	PARENT AND LICENSEE:
	 	 
	 	MONSTER DIGITAL, INC.
	 	 	 
	 	By:	/s/ Vivek Tandon
	 	 	 
	 	Name:	Vivek Tandon
	 	 	 
	 	Title:	President


 




    	 	CONFIDENTIAL
4