Hawkeye Systems, Inc. (Form: 10-K, Received: 02/01/2021 06:13:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2020

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

333-227029

(Commission file number)

Hawkeye Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada

83-0799093

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

6605 Abercorn, Suite 204

Savannah, GA 31405

(912) 253-0375

(Address and telephone number of principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of December 31, 2020, was $11,482,036.

(At December 31, 2020, the registrant had 14,828,036 shares of common stock issued and outstanding, of which 3,356,000 shares of common stock issued and outstanding were held by officers and directors. Market value has been computed based upon the sales price of privately placed shares at or about such date.)

As of January 21, 2021, there were 16,549,649 shares of the registrant’s common stock outstanding.

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PART I

Item 1.	Description of Business	4
Item 2.	Description of Property	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	10
Item 5.	Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	12
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements	15
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosures	34
Item 9A.	Controls and Procedures	34
Item 9B.	Other Information	35
Item 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act	35
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	42
Item 14.	Principal Accountant Fees and Services	42
Item 15.	Exhibits	43

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Indoor Harvest, Corp. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Indoor Harvest”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management's own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

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Item 1. Description of Business

General

We were incorporated on May 15, 2018 in the State of Nevada. We are a technology holding company with a focus on pandemic management products and services. Led by a veteran, the Company is committed to leveraging its extensive resources in support of its ongoing mission to help our government and medical infrastructure to keep civilians safe. Hawkeye Systems sources and distributes PPE (Personal Protective Equipment) and other Pandemic Management supplies to enterprise level customers and government agencies. The Company also looks to license & acquire technology that improves life and works with partners to develop cutting edge, “smart” products for a variety of markets. From inception until the date of this filing our activities have primarily consisted of (i) the incorporation of our company, (ii) the development of our business plan, (iii) development of our products, (iv) recruiting and adding additional consultants and employees, (v) signing contracts for the business, (vi) advancing the sale of PPE products through numerous sources and (vi) development of our relationship with DemeTECH Corporation and other potential business partners.

Our business office is located at 6605 Abercorn, Suite 204, Savannah, GA 31405. Our telephone number is 800-531-8799 and our website is www.hawkeyesystemsinc.com.

Business Description

The global coronavirus outbreak has tested people, industries, governments and supply chains unlike any crisis since World War II. Manufacturers and suppliers of personal protective equipment (PPE) have been working overtime to increase production in response to unprecedented international demand. Like many companies Hawkeye Systems Inc. has been impacted by Covid-19 pandemic in 2020 and has had to adapt and overcome several obstacles which previously did not exist. The Company’s initial focus was photography, videography, and AR focused, however in an environment that has evolved out of the pandemic, we determined that future technology or developing technology does not seem like a place to place the fortune of our shareholders. Consequently, we evolved to provide products that the market needs now while identifying opportunities which make sense operating in this environment. Once we shifted from developing technologies only to trying to service more urgent issues in the current environment, we began to locate, market and sell personal protection equipment (“PPE”) including sanitizer, masks and gloves. As we worked in this market, we have refined and further narrowed our strategy. Clearly several aspects of our “normal” business environment have become greatly disrupted. Government policy has become opaque and not supportive of small business, supply chains have become greatly disrupted and the US dependency on foreign countries has, to various degrees, become unreliable, expensive and unpredictable from the perspective of quality, availability and quantity. The management of Hawkeye made a difficult but defining moment in the last quarter of the fiscal year ended June 30, 2020. We decided that as a company we can only defend and support a strategy that can be executed in this environment with our available resources that supports the requirements and needs of our customers and of customers in the current environment. In prioritizing the list of important issues here is the short list of what will differentiate and ensure our success

1. Availability of product without significant price competition (dependable supply).

2. Quality and certification under all required standards.

3. Sales Strategy not dependent on government action or assistance.

4. Growth strategy that depends on sales volume and growth funding technological innovation and not innovation at the expense of volume that can sustain the company.

5. Technological innovation should be narrow in focus and support the mission of the company.

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The company has made great strides and progress to this end. Here is a list of the big achievements over the last two quarters:

1. Developed and executed on a relationship with a dependable South Korean manufacturer to provide excellent sanitizer at a reasonable price in a sustainable way, which has subsequently been listed on Amazon.com; we continue to work with Amazon and other partners to increase traction in this channel.

2. Developed and executed a strategy with DemeTECH to provide US made, NIOSH approved, N95’s which are competitive with foreign imports but have the advantage of 100% US made, US sourced in a scalable, repeatable way, regardless of government decisions regarding PPE (excise tax, foreign raw materials, PPE import blocks , etc.)

3. Developed a project to build and control 5.4 M boxes of nitrile gloves per year at a price which is and will be competitive even post pandemic. We are currently trying to fund this project and make sure we have reliable nitrile rubber supply as this is the rate limiting step in providing gloves globally right now.

Company Goals and Objectives

Hawkeye’s mission for the next fiscal year and beyond is to, through acquisition and organic growth, become one of the largest US providers of PPE in the categories we compete in. We intend to do this through organic sales, acquisition and partnership. We have not abandoned our technology origins and in fact with financial strength we will reveal and roll out innovations closely aligned with the categories we are competing in.

US and World Markets for PPE

In March 2020, the World Health Organization declared the Novel Coronavirus Disease 2019 (“COVID-19”) a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of global financial markets. In response, many countries implemented business closures and restrictions, stay-at-home and social distancing ordinances and similar measures to combat the pandemic, which significantly impacted global business and dramatically reduced demand for certain medical products in the second quarter of 2020. Demand increased in the third quarter resulting in growth over the prior year driven by sales of personal protective equipment (PPE) and COVID-19 related products.

Manufacturers are engaged in a historic effort to ramp up production of the vital equipment needed to respond to the coronavirus outbreak. While respirators like N95 masks have received the greatest attention from the public and media, PPE needs also include protective garments, eye and face protection, gloves, and other components of the specialized ensembles health care professionals use to protect themselves.

Initially, there was a significant shortage of PPE products. Broadly speaking, no one knew a pandemic on this scale was coming. It has literally been a century since the last truly global health crisis. In addition, over the past few decades, both for budgetary and efficiency reasons, healthcare organizations — just like most other sectors of the economy — adopted a “just in time” approach to ordering supplies. That philosophy worked until this crisis hit. There are policy solutions that can help to supply equipment during a crisis, some of which have been partially successful at this time, and others that were not in place. These range from stockpiling equipment to subsidizing inventory.

Sanitizer is expected to have compound annual growth rate exceeding 23.1% through 2027.¹ Mask growth is expected to have a 11.5% compound annual growth rate over the period of from 2020 to 2025.² Finally, the global nitrile gloves market size is anticipated to reach USD 8.98 billion by 2027.³ That market is projected to register a compound annual growth rate of 14.1% over the forecast period.

___________

¹ Hand Sanitizer Market Size, Share & Trends Analysis Report By Product (Gel, Foam, Liquid), By Distribution Channel (Hypermarket & Supermarket, Drug Store, Specialty Store, Online), By Region, And Segment Forecasts, 2020 – 2027-Grand View Research),

² From USD $810.0 million in 2019, the global N95 mask market is predicted to grow to USD $1,627.5 million by 2025, registering a CAGR of 11.5% during the forecast period (2020–2025): VynZ Research.

³ Grand View Research, Inc.

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We are focused on sourcing sustainable supply that will be cost effective and competitive assuming that the pandemic becomes less important and reduces in severity. There is a tremendous backlog of supplies which need to be re-stockpiled and we intend to compete in the long-term market not just work in the near term during the pandemic.

The United States has issued significant pandemic relief bills which covers PPE and other essential materials during the pandemic. This funding is greatly needed and will help increase sales and move forward sale cycles which were stopped due to lack of funding. Many of the potential buyers of our products exhausted their budget for PPE mid-year or even earlier in 2020 so this relief greatly improves the ability for customers to stop rationing critical supplies and provide their medical and front line workers the appropriate amount and level of protection to these important essential workers.

Research and Development

The products which we are looking at for potential R&D and future funding are further out than the next few quarters so our limited resources will be focused on succeeding in the strategy to address the market needs as we have defined them.

Intellectual Property

The company currently does not have IP and this is not part of our current strategy.

Regulation

Our current business involves the distribution, importation and sale of PPE and other medical devices, and in this regard we are subject to extensive local, state, federal and foreign governmental laws and regulations applicable to the distribution and sale of medical devices. Additionally, government and private insurance programs fund a large portion of the total cost of medical care, and there has been an emphasis on efforts to control medical costs, including laws and regulations lowering reimbursement rates for medical devices. Also, many of these laws and regulations are subject to change and may impact our financial performance. For example, certain laws and regulations restricting medical PPE products in the United States have been temporarily modified or waived in response to the COVID-19 pandemic. In addition, our business is generally subject to numerous other laws and regulations that could impact our financial performance, including securities, antitrust, anti-bribery and anti-kickback, customer interaction transparency, data privacy, data security, price gouging and other laws and regulations, and some of the related rules have been temporarily modified in response to the COVID-19 pandemic. Failure to comply with law or regulations could have a material adverse effect on our business.

Hawkeye’s Position in the Industry and Competitiveness

We compete with numerous companies in the PPE market. Many organizations are well established with more financial and human resources than we provide. This market is highly fragmented, and participants frequently focus on a specific technology area.

The top nine companies providing PPE products include the following:

Ansell

Ansell manufactures and sells high-performance and high-quality protection solutions, designed for hand, foot, and body protection for different industries such as automotive, chemical, food, services, machinery and equipment, military, mining, and construction.

Honeywell

Honeywell provides eye and face protection equipment, hearing protection equipment, fall protection equipment, hand protection equipment, first-aid, head protection equipment, lockout-tagout, and professional footwear. Salisbury, a Honeywell brand, is the leading manufacturer of PPE for electrical safety. Its solutions comply with ATSM International requirements and OSHA regulations. It offers a complete solution with insulating rubber gloves, line hose, blankets, voltage detectors, clamp sticks, distribution dead-end insulators, temporary grounding equipment, plastic cover-up, and dielectric boots.

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3M offers a wide range of products that are used to enhance personal protection of people, facilities, and systems. Products offered by the segment include PPE, traffic safety, civil security solutions, and commercial solutions. 3M offers a strong line of PPE like reusable and disposable respirators, head and face protection equipment, protective eyewear, hearing protection equipment, and reflective materials used in footwear, clothing, and other accessories for enhancing visibility in low-light conditions.

MSA Safety

MSA Safety has divided its products into two categories: non-core products and core products. Non-core products include respirators, thermal imaging cameras, eye and face protection equipment, and gas masks. These products complement the core offerings. The company’s core products include fall protection equipment, fire and rescue helmet, head protection equipment, portable gas detection instruments, breathing apparatus products, and fixed gas and flame detection instruments.

DuPont

DuPont is a provider of PPE including body armor, cut protection, vehicle armor, flame-resistant clothing, and chemical protective garments and accessories. DuPont has several brands including, Kevlar brand, Nomex brand, ProShield garments, Tychem garments, Tyvek protective apparel, Thermo-man demonstration unit, Protera fabric, ProShield garments, and Nomex fabric for military, firefighters, and police.

Lindström Group

Lindström Group offers a wide range of PPE to reduce accidents in hazardous environments. Its high-quality PPE portfolio includes protective footwear, respiration protection, head protection equipment, eye and face protection equipment, hearing protection equipment, protective clothing, head and arm protection equipment, and fall arrest systems.

Alpha ProTech

Alpha ProTech has expertise in manufacturing high-quality protective clothing, infection control products, and a line of construction weatherization building products for the housing market. It sells its products under its brand name as well as private labels. Its protective apparel product category provides a complete range of head-to-toe protective clothing products such as shoe covers, bouffant caps, frocks and lab coats, coveralls, and gowns. The infection control product line offers face masks and eye shields.

Avon Rubber

Avon operates in two core markets: protection and defense and dairy. The company's protection systems have expertise in chemical, biological, radiological, and nuclear defense for the US homeland security, military, and fire and industrial market. The respiratory products are directly sold to the military, and the primary customers are the US department of defense including army, marines, air force, navy, and coast guard. The company's offerings in the PPE market include respirators, gas masks, and spares and accessories.

Johnson Safety Products

JSP is an independent manufacturer of industrial head protection and above-the-neck PPE. The company has R&D team and testing bases in Oxford, UK. The product portfolio includes eye and face protection equipment, head protection equipment, hearing protection equipment, respiratory protection equipment, body PPE, fall protection equipment, and traffic equipment.

It is our hypothesis that due to entanglements with the US government and federal procurement processes the typical providers including 3m and Honeywell will be somewhat hamstrung in their ability to grow to meet the demands of these growing marketplaces until they meet the demands of the federal government which we don’t expect to be in the near future. Other US providers such as Prestige Ameritech are impacted by their access to capital and their current inability to scale to the market demands.

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Prior Investment in Radiant Images, Inc.

On September 19, 2019, the Company entered into a Stock Purchase Agreement with Radiant Images, Inc., a California corporation (“Radiant”), as well as Radiant’s shareholder Gianna Wolfe (“Wolfe”) and key employee, Michael Mansouri (“Mansouri”), pursuant to which the Company would acquire 100% of the shares of common stock (the “Shares”) of Radiant from Wolfe, resulting in acquisition of Radiant.

In April 2020, the Company received notice from Radiant Images of their intent to terminate the acquisition agreement. Although the Company believes that the termination is not legally valid, the Company has ceased further discussions with respect to the acquisition and is pursuing litigation for repayment of amounts due by Radiant. The Company’s investment in Radiant was structured as a revolving note has been classified as a Note Receivable from Radiant due with accrued but unpaid interest. Pursuant to the terms of the revolving note, Radiant is required to repay the money already invested to Hawkeye with interest. The note receivable was issued on April 26, 2019, is due upon demand of the Company at any time commencing April 26, 2020. The interest rate on the note is 12% and accrues daily on the outstanding balance. During the fiscal year ended June 30, 2020, total contributions of $385,000 were made to Radiant, bringing the balance of the note receivable to $1,305,800 at June 30, 2020 (not including interest). At June 30, 2020 interest income of $154,042 had been accrued on the note. Under accounting treatment, this note and interest are impaired on our balance sheet while we undertake litigation to resolve this dispute. Nevertheless the Company intends to vigorously pursue this matter and litigation and believes that this amount is fully collectible from Radiant and/or its principals.

Proposed Acquisition of DemeTECH Corporation

As part of our PPE operations, the Company has developed an exclusive worldwide distribution relationship with DemeTECH Corporation for supply of masks which are produced in the United States. In addition to PPE production, DemeTech Corporation is a world-renowned leader in surgical sutures, mesh and bone wax. DemeTech strives to enhance doctor-patient relationships through hard work, dedication, and a commitment to the pursuance of cutting-edge technology and innovation. DemeTECH’s corporate headquarters are located in Miami, Florida, with office facilities stemming throughout North America, South America, Asia, the Middle East, and Europe. DemeTech prides itself on using next-generation technology to meet the growing demands of today's society. DemeTECH has proven their ability to meet federal standards (NIOSH approval), scale their operations, and to provide high quality product. We will continue to work with them to provide further improve their cost advantage and take advantage of the benefits of US based production.

Company Policies

The Company has adopted the following policies: (i) code of conduct policy; (ii) information security policy; and (iii) public company communication policy.

Employees

The Company currently has two directors consisting of Corby Marshal, Chief Executive Officer, and M. Richard Cutler. The Company also has one additional officer Christopher Mulgrew, Chief Financial Officer. We currently have one other independent contractor providing bookkeeping and accounting services and a handful of contractors.

Legal Proceedings

On November 13, 2019 5W Public Relations LLC filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. That complaint has not been served on Hawkeye. Hawkeye vigorously disputes the allegations in the complaint as 5W Public Relations provided virtually no services to Hawkeye during the term of this arrangement but was paid a substantial amount of funds. Hawkeye will not only defend the litigation when and if it is served, but will also provide counterclaims for failure of consideration, fraud in the inducement, general fraud and other causes of action. Hawkeye anticipates that this litigation if pursued will be resolved favorably for the Company.

In April 2020, the Company received notice from Radiant Images of their intent to terminate the Company’s acquisition agreement. Although the Company believes that the termination is not legally valid, the Company ceased further discussions with respect to the acquisition and has engaged counsel to pursue litigation for repayment of amounts due by Radiant. The Company’s investment in Radiant was structured as a revolving note has been classified as a Note Receivable from Radiant due with accrued but unpaid interest. Pursuant to the terms of the revolving note, Radiant is required to repay the money already invested to Hawkeye with interest. The note receivable was issued on April 26, 2019, is due upon demand of the Company at any time commencing April 26, 2020. The interest rate on the note is 12% and accrues daily on the outstanding balance. During the fiscal year ended June 30, 2020, total contributions of $385,000 were made to Radiant, bringing the balance of the note receivable to $1,305,800 at June 30, 2020 (not including interest). At June 30, 2020 interest income of $154,042 had been accrued on the note. Under accounting treatment, this note and interest are impaired on our balance sheet while we undertake litigation to resolve this dispute. Nevertheless, the Company intends to vigorously pursue this matter and litigation and believes that this amount is fully collectible from Radiant and/or its principals.

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Other than the foregoing, the Company is not currently a party to any material legal proceedings and is not aware of any material threatened litigation.

Offices

Our current executive offices are provided by management of the Company. We do not pay any rent, and there is no agreement to pay any rent in the future.

Item 1A. Risk Factors.

Not Applicable.

Item 1B. Unresolved Staff Comments

Not Applicable.

Item 2. Properties.

We own no properties related to our operations. We operate from business offices provided by our executive officers.

Item 3. Legal Proceedings.

Other than the foregoing, we are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

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PART II

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is quoted on the OTC Bulletin Board under the symbol “HWKE”. On June 12, 2019, the Company obtained clearance to trade on OTC Markets and on September 12, 2019 the Company’s stock began trading on the OTCQB market maintained by OTC Markets. Quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The closing sale price of our common stock on January 21, 2021 was $0.5099 per share.

Below is a table indicating the range of high and low closing price information for the common stock as reported by the OTC Markets Group for the periods listed. These prices do not necessarily reflect actual transactions.

	*High*		*Low*
Quarter ended December 31, 2020	$	0.62	$	0.35
Quarter ended September 30, 2020	$	0.43	$	1.24
Quarter ended June 30, 2020	$	0.50	$	0.16
Quarter ended March 31, 2020	$	1.10	$	0.13
Quarter ended December 31, 2019	$	2.50	$	1.50

Holders

As of January 21, 2021, there were approximately 34 record holders of our common stock. This does not include the holders of our common stock who held their shares in street name as of that date.

Dividends

We have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future but rather intend to retain future earnings, if any, for reinvestment in our future business. Any future determination to pay cash dividends will be in compliance with our contractual obligations and otherwise at the discretion of the board of directors and based upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

Transfer Agent

Our registrar and transfer agent is VStock Transfer, LLC.

Recent Sales of Unregistered Securities

On February 14, 2020 the Company issued 248,000 shares to a related party for $62,000. As part of the investment, the investor was also issued 100,000 warrants to purchase shares of common stock for one year at $0.30 per share.

On February 20, 2020, the Company issued 416,668 shares to a related party upon the exercise of warrants for $166,167.

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Effective March 3, 2020, the Company issued 40,000 shares of common stock to an accredited investor upon the exercise of warrants for $40,000.

Effective March 5, 2020, the Company issued 50,000 shares of common stock to an accredited investor upon the exercise of warrants for $15,000.

On April 6, 2020 the company issued 59,186 shares to a consultant for services valued at $18,000.

On April 23, 2020 the Company issued 1,000,000 shares to an accredited investor for $250,000. As part of the investment, the investor was also issued 2,000,000 warrants to purchase shares of common stock for one year at $1.00 per share and 2,000,000 warrants to purchase shares of common stock for one years at $2.00 per share.

Effective June 29, 2020, the Company issued 65,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective June 30, 2020, the Company issued 200,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective June 30, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 7, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 21, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 31, 2020, the Company issued 75,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

On September 23, 2020 Eagle Equities LLC converted in full its outstanding convertible note with an original principal amount of $150,000, together with accrued and unpaid interest, into 469,623 shares of common stock.

Effective July 1, 2020, the Company issued 800,000 shares of common stock to an accredited investor upon conversion of a $200,000 convertible note at $0.25 per share.

Effective November 25, 2020, the Company’s chief executive officer converted $180,000 of unpaid salary into 515,000 shares of common stock.

Effective December 3, 2020, the Company issued 100,000 shares of common stock to an accredited investor for $20,000. Included with the purchase were 100,000 options to purchase common stock at $.20 per share exercisable for two years.

Effective December 15, 2020, the Company issued 612,000 shares of common stock to an accredited investor upon conversion of $153,000 in debt.

Item 6. Selected Financial Data.

Not applicable.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the fiscal year ended June 30, 2020.

Forward-Looking Statements

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

Financial Condition and Results of Operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations

Fiscal Year Ended June 30, 2019

We have had no operating revenues in our fiscal year ended June 30, 2019. Our activities have been financed by the proceeds of share subscriptions and loans. During our fiscal year ended June 30, 2019, we raised approximately $775,000 from private offerings of our common stock and raised an additional $400,000 during the period in connection with two promissory notes issued to accredited investors.

Total operating expenses in the year ended June 30, 2019 were $1,356,340 which is also the Company’s operating loss. The operating loss for this period is a result of legal and professional fees required to form the Company, for business development and regulatory filing expenses and fees. Our loss also reflect an other expense of $510,568 in interest with is based on the value of securities issued in lieu of interest payments.

Net loss for the year ended June 30, 2019 was $1,866,998.

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Fiscal Year Ended June 30, 2020

We had operating revenues of $3,020,672 in our fiscal year ended June 30, 2020. Cost of sales was $1,992,809 resulting in gross profit of $1,027,863, or 34%. These revenues are from the sale of PPE products. During our fiscal year ended June 30, 2020, we raised approximately $512,500 from private offerings of our common stock and an additional $221,000 from exercise of warrants. We raised additional funds of $277,000 from a related party, paid directly for the purchase of PPE, which is included in common stock payable, as of June 30, 2020. We raised an additional $383,500 from convertible notes.

Total operating expenses in the year ended June 30, 2020 were $2,217,981 compared to $1,356,340 for the same period in 2019. The increase in operating expenses is primarily a result of increased compensation, professional fees and a result of write down of inventory. The Company’s net loss was $2,600,468 for the fiscal year ended June 30, 2020 compared to $1,866,998 for the fiscal year ended June 30, 2019. The net loss for this period is a result of general and administrative costs, professional fees, management compensation and significant cost of sales.

Liquidity and Capital Resources

Our cash balance at June 30, 2020 was $911,747 compared to $18,372 at June 30, 2019. We do not believe these cash reserves are sufficient to cover our expenses for our operations for fiscal year ending June 30, 2021. We will require additional funding for our PPE purchases and ongoing operations. While we have a loan payable from Radiant Systems of $1,305,800 and interest due from Radiant of $154,042, those amounts are reflected impaired on our balance sheet as a result of the litigation with Radiant. Nevertheless, we intend to vigorously pursue that litigation and expect to fully recover those amounts.

In addition, we intend to raise funds through the sale of equity and the exercise of warrants issued in private placements. Although to date we have had some warrant exercises for cash, there can be no assurance that we will be able to raise money through this offering or through the exercise of warrants. If we cannot raise any additional financing prior to the expiration of the first quarter of 2021, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.

We are an emerging growth company and although we have begun to generate revenue from our PPE transactions, we have limited revenue to date. Under a limited operations scenario to maintain our corporate existence, we believe we will require additional funds over the next 12 months to complete our regulatory reporting and filings. However, we will require maximum participation through private placements, warrant exercises or alternative financings to implement our complete business plan.

There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through equity offerings, warrant exercises, and related party advances in the near term. We have no guarantees or firm commitments that the related party advances will continue in the near term. Our working capital requirements are expected to increase with the growth of our business and sales of PPE.

Existing working capital, further advances, together with anticipated capital raises and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through proceeds from the sale of our common stock, warrant exercises and convertible loans.

Management anticipates additional increases in operating expenses relating to: (i) funding PPE purchases and sales; (ii) developmental expenses; and (iii) marketing expenses. We intend to finance these expenses with issuances of securities and through the exercise of outstanding warrants.

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Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Material Commitments

As of the date of this Current Report, we do not have any material commitments.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Off-Balance Sheet Arrangements

As of the date of this Current Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

As reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately $4,509,841 at June 30, 2020 and net loss from operations of $1,190,118.

The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities and related party advances. In addition, the Company is in the development stage and has generated limited revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue operations is dependent on the success of Management’s plans, which include the sale of significant PPE products, raising of capital through the issuance of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 8.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.

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Item 8. Financial Statements and Supplementary Data.

Contents

Part 1	FINANCIAL INFORMATION

	Report of Independent Auditor	16

	Balance Sheets as of June 30, 2020 and June 30, 2019	17

	Statements of Operations for the years ended June 30, 2020 and 2019	18

	Statements of Changes in Stockholders’ Equity for the years ended June 30, 2020 and 2019	19

	C Statements of Cash Flows for the years ended June 30, 2020 and 2019	20

	Notes to Financial Statements	21

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Hawkeye Systems, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hawkeye Systems, Inc. (the "Company") as of June 30, 2020 and 2019, the related statement of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

Served as Auditor since 2018

Lakewood, CO

February 1, 2021

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HAWKEYE SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

As at June 30, 2020 and 2019

	June 30,			June 30,
ASSETS	2020			2019
Current assets:
Cash	$	911,747		$	18,372
Accounts receivable		47,656			-
Inventory, net		509,517			-
Prepaid expenses		6,667			4,855
Total current assets		1,475,587			23,227

Equipment, net		737			3,145
Advances to Radiant Images, Inc.		-			920,800
Note receivable - Radiant Images, Inc., net of allowance of $1,459,842 and $0, respectively		-			-
Total assets	$	1,476,324		$	947,172

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	332,327		$	86,664
Convertible note payable, net of discount		137,625			-
Convertible note payable, net of discount – related party		211,305			-
Notes payable - related parties		200,000			400,000
Common stock payable		436,000			-
Total current liabilities		1,317,257			486,664
Total liabilities		1,317,257			486,664

Stockholders’ equity:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.0001 par value, 400,000,000 shares authorized; 14,828,036 and 9,897,116 shares issued and outstanding, respectively		1,483			990
Additional paid-in capital		4,527,925			2,198,891
Common stock to be issued - 425,000 and 150,000 shares, respectively		139,500			170,000
Accumulated deficit		(4,509,841	)		(1,909,373	)
Total stockholders’ equity		159,067			460,508

Total liabilities and stockholders’ equity	$	1,476,324		$	947,172

The accompanying notes are an integral part of these consolidated financial statements.

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HAWKEYE SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended June 30, 2020 and 2019

	June 30,			June 30,
	2020			2019

Sales	$	3,020,672		$	-
Cost of sales		1,992,809			-
Gross profit		1,027,863			-

Operating expenses:
General and administrative		264,250			185,233
Management compensation		778,085			592,874
Professional fees		581,132			523,795
Professional fees - related party		377,707			-
Marketing		90,807			54,438
Write-down of inventory		126,000			-
Total operating expenses		2,217,981			1,356,340

Loss from operations		(1,190,118	)		(1,356,340	)

Other income (expense):
Interest income		154,042			-
Interest expense		(47,024	)		(510,658	)
Financing expense - related party		(57,526	)		-
Allowance for Radiant Images, Inc. - note receivable		(1,459,842	)		-
Total other expense		(1,410,350	)		(510,658	)

Net loss	$	(2,600,468	)	$	(1,866,998	)

Net loss per common share - basic and diluted	$	(0.21	)	$	(0.20	)

Weighted average common shares outstanding - basic and diluted		12,584,616			9,253,980

The accompanying notes are an integral part of these consolidated financial statements.

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HAWKEYE SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended June 30, 2020 and 2019

					Additional			Common
	Common Stock				Paid-in			Stock			Accumulated			Stockholders’
	Shares		Amount		Capital			To Be Issued			Deficit			Equity
Balance, June 30, 2018		8,886,416	$	889	$	655,836		$	(142,500	)	$	(42,375	)	$	471,850
Common stock and warrants issued for cash		951,600		95		260,347			142,500			-			402,942
Common stock and warrants issued for services		59,100		6		29,544			-			-			29,550
Stock based compensation – warrants		-		-		252,858			-			-			252,858
Stock based compensation – options		-		-		422,326			-			-			422,326
Extension of warrants for cash		-		-		193,054			-			-			193,054
Stock subscriptions received		-		-		-			170,000			-			170,000
Fair value of conversion feature of note payable		-		-		200,000			-			-			200,000
Relative fair value of warrants issued with convertible debt		-		-		184,926			-			-			184,926
Net loss		-		-		-			-			(1,866,998	)		(1,866,998	)
Balance, June 30, 2019		9,897,116		990		2,198,891			170,000			(1,909,373	)		460,508

Common shares issues for stock to be issued		430,000		43		169,957			(170,000	)		-			-
Common stock and warrants issued for cash		1,782,666		178		392,822						-			393,000
Common stock and warrants issued for services		984,253		98		471,378			-			-			471,476
Stock based compensation – options		-		-		541,931			-			-			541,931
Stock based compensation – warrants		-		-		57,526			-			-			57,526
Common stock issued on conversion of note payable		400,000		40		199,960			-			-			200,000
Warrants exercised for cash		516,000		52		220,948			-			-			221,000
Warrants exercised for services		53,333		5		15,995			-			-			16,000
Common stock issued for investment in Radiant Images, Inc.		704,668		71		206,929			-			-			207,000
Common stock reissued to replace lost shares		60,000		6		(6	)		-			-			-
Common stock subscriptions received		-		-		-			139,500			-			139,500
Beneficial conversion feature		-		-		51,594			-			-			51,594
Net loss		-		-		-			-			(2,600,468	)		(2,600,468	)
Balance, June 30, 2020		14,828,036	$	1,483	$	4,527,925		$	139,500		$	(4,509,841	)	$	159,067

The accompanying notes are an integral part of these consolidated financial statements.

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HAWKEYE SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended June 30, 2020 and 2019

	June 30,			June 30,
	2020			2019
Cash flows from operating activities:
Net loss	$	(2,600,468	)	$	(1,866,998	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,408			1,673
Allowance for note receivable - Radiant Images, Inc.		1,459,842			-
Inventory Obsolescence		126,000			-
Amortization of debt discount		17,024			200,000
Stock based compensation – options and warrant		599,457			347,526
Common stock issued and warrants exercised for services		471,476			29,550
Stock based compensation - interest expense		-			310,658
Stock based compensation - warrant extension		-			193,054
Warrants exercised for services		16,000			-
Change in operating assets and liabilities:
Accounts receivable		(47,656	)		-
Inventory		(635,517	)		-
Prepaid expense		(1,812	)		(4,856	)
Interest receivable		(154,042	)		-
Accounts payable and accrued liabilities		245,663			72,933
Common stock payable		436,000			-
Net cash used in operating activities		(65,625	)		(716,460	)

Cash flows from investing activities:
Purchases of equipment		-			(4,818	)
Investment in Radiant Images, Inc.		(158,000	)		(770,800	)
Net cash provided used in investing activities		(158,000	)		(775,618	)

Cash flows from financing activities:
Sales of common stock and warrants, net of issuance costs		393,000			605,000
Issuances of notes payable, net of financing costs		-			400,000
Net proceeds from convertible note		133,500			-
Net proceeds from convertible note – related party		250,000			-
Proceeds from exercise of warrants		221,000			-
Stock subscriptions received		119,500			170,000
Net cash provided by financing activities		1,117,000			1,175,000

Net change in cash		893,375			(316,278	)
Cash beginning of year		18,372			334,650
Cash end of year	$	911,747		$	18,372

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Investment in Radiant converted to note receivable	$	1,305,800		$	-
Common stock issued on conversion of note payable	$	200,000		$	-
Reclassification from common stock to be issued to common stock	$	170,000		$	-
Beneficial conversion feature	$	51,594		$	-
Common stock reissued to replace lost shares	$	6		$	-
Common stock issued for investment in Radiant Images, Inc.	$	207,000		$	-

The accompanying notes are an integral part of these consolidated financial statements.

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HAWKEYE SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended June 30, 2020 and 2019

Note 1 - Organization

Hawkeye Systems, Inc. (“the Company”), a Nevada corporation incorporated on May 15, 2018, is a technology holding company with a focus on pandemic management products and services. The Company is committed to leveraging its extensive resources in support of its ongoing mission to help our government and medical infrastructure to keep civilians safe. Starting 2020, the Company began sourcing and distributing PPE (Personal Protective Equipment) and other pandemic management supplies to enterprise level customers and government agencies. The Company also looks to license & acquire technology that improves life and works with partners to develop cutting edge, “smart” products for a variety of markets.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation

The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. Significant estimates in the accompanying financial statements include useful lives of property and equipment, fair value assumptions used for stock-based compensation, and the valuation allowance on deferred tax assets.

Cash

The Company considers cash in banks and other deposits with an original maturity of three months or less when purchased to be cash and cash equivalents. There were no cash equivalents as of June 30, 2020 and 2019.

Financial instruments

For certain of the Company’s financial instruments, including cash, note and interest receivable, convertible note payable, and notes payable, related party, the carrying amounts approximate their fair values due to their short maturities.

Accounts receivable and allowance for doubtful accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services or goods. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. The Company had no allowance for doubtful accounts at June 30, 2020 or 2019.

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Inventory

Inventories, consisting of finished goods and goods in transit, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices.

Property and equipment

Property and equipment are recorded at cost. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The useful life of computer equipment is five years

Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present and an impairment test is performed, we estimate the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no assets or liabilities that are adjusted to fair value on a recurring basis.

Convertible financial instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Common stock purchase warrants and derivative financial instruments

Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

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Beneficial conversion feature

The issuance of the convertible debt generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in capital). The discount is amortized to interest expense over the term of the convertible debt.

Income taxes

The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

Revenue recognition

Revenue is recorded in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Revenue is recognized from product sales when goods are shipped, title and risk of loss have transferred to the purchaser, there are no significant vendor obligations, the fees are fixed or determinable, and collection is reasonably assured. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. The Company recognizes sales on a gross basis when it is considered the primary obligor in the transaction and on a net basis when it is considered to be acting as an agent. We record estimates for cash discounts, product returns, and other discounts in the period of the sale. This provision is recorded as a reduction from gross sales and the reserves are shown as a reduction of accounts receivable.

Cost of sales

Cost of sales includes inventory costs and shipping and freight expenses.

Related parties

The Company follows ASC 850, ”Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Commitments and contingencies

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

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Basic and diluted earnings per share

Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company's common stock, and convertible note payable. For the years ended June 30, 2020 and 2019, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-dilutive are as follows:

	June 30, 2020		June 30, 2019
Warrants		7,047,135		14,655,664
Options		5,255,000		672,000
Convertible notes		-		400,000
Total possible dilutive shares		12,302,135		15,727,664

Stock-based compensation

Stock-based compensation to employees and non-employees consist of stock options grants, warrants to purchase common stock, and restricted shares that are recognized in the statement of operations based on their fair values at the date of grant. The fair value of share of common stock is based on the trading price of the Company’s share.

The Company calculates the fair value of option and warrant grants utilizing the Black-Scholes pricing model. Assumptions used by the Company in using the Black-Scholes pricing model include: 1) volatility based on the Company’s average volatility rate, 2) risk free interest rate based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of the grant, 3) the expected life of the option or warrants, and 4) expected cash dividend rate on shares of common stock. During the year ending June 30, 2020 and 2019, volatility was based on average rates for similar publicly traded companies.

The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The resulting stock-based compensation expense for employee awards is generally recognized on a straight- line basis over the vesting period of the award.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

Recent accounting pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The update modified the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update was effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Adoption of this update as of July 1, 2019 did not have a material impact on the Company’s consolidated financial statements because the Company has no long-term operating leases.

In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The update aligns the accounting for share-based payment awards issued to nonemployees with those issued to employees. Under the new guidance, the nonemployee awards will be measured on the grant date and compensation costs will be recognized when achievement of the performance condition is probable. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of the new guidance on July 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The update modifies the disclosure requirements for recurring and nonrecurring fair value measurements, primarily those surrounding Level 3 fair value measurements and transfers between Level 1 and Level 2. The new standard is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the new guidance and does not expect it to have a material impact on its consolidated financial statements.

In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction Between Topic 808 and Topic 606 Revenue from Contracts with Customers, which clarifies when transactions between participants in a collaborative arrangement are within the scope of Topic 606. This ASU becomes effective for the Company in the year ending December 31, 2020 and early adoption is permitted. The Company is currently assessing the impact that this ASU will have on its consolidated financial statements.

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In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

Note 3 - Going Concern

The Company’s financial statements are prepared using U.S. GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the year ended June 30, 2020, the Company had a net loss of $2,600,468. As of June 30, 2020, the Company had an accumulated deficit of $4,509,841. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 – Inventory

Inventory at June 30, 2020 and 2019 consist of the following:

	June 30,			June 30,
	2020			2019

Finished goods	$	545,112		$	-
Goods in transit		90,405			-
Less: Obsolescence		(126,000	)		-
	$	509,517		$	-

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Note 5 – Advances to Radiant Images, Inc.

Advances to Radiant Images, Inc.

Optical Flow LLC

On June 7, 2018, the Company entered into a joint-venture partnership with Insight Engineering, LLC (“Insight”) to develop high resolution imaging systems. The partnership established Optical Flow, LLC (“Optical Flow) with each party owning 50%. In June 2018, the Company contributed $150,000 to the venture. An additional $750,000 was invested by the Company in the year ended June 30, 2019. Throughout most of the year ended June 30, 2019, the Company accounted for its investment in Optical Flow LLC using the equity method of accounting. As a result of the Radiant Images, Inc. acquisition agreement (see below), the Company and Insight agreed to contribute no further amounts to and cease operations of what was the intended business of Optical Flow. Because Optical Flow had no continuing operations, it became only a conduit to submit advances to Radiant, and the Company bore all risk of loss. Consequently the Company determined that Optical Flow should be consolidated as of June 30, 2019. Operating results and cash flows of Optical Flow are included in the consolidated statement of operations for the year ended June 30, 2019. There was little activity in Optical Flow during the year ended June 30, 2020.

Radiant Images, Inc.

On September 19, 2019, the Company entered into a Stock Purchase Agreement (“Radiant Agreement”) with Radiant Images, Inc., a California corporation (“Radiant”), as well as Radiant’s shareholder Gianna Wolfe and key employee, Michael Mansouri, pursuant to which the Company would acquire 100% of the shares of common stock of Radiant from Wolfe, effectuating the acquisition of Radiant.

Prior to the entering the agreement, Optical Flow had advanced $920,800 to Radiant. Per terms of the Radiant Agreement, this advance was to be applied as deposit on the purchase price. At June 30, 2019, the advance amount was presented as “Advances to Radiant Images, Inc.” on the consolidated balance sheet.

The Radiant purchase price was equal to $1,810,905 plus the cash and cash equivalents of Radiant as of the close of business on the closing date. The closing was anticipated to occur before December 31, 2019. Prior to closing, Hawkeye was required to have received at least $1,500,000 from the sale of equity securities.

During the year ended June 30, 2020, the Company issued a total 520,000 shares of common stock with a fair value of $260,000 to Wolfe and Mansouri. In addition, a total of 250,000 options to purchase common shares at an exercise price of $0.50 were granted to the two individuals. The fair value of the options was $125,000 (see Note 9) and were recorded as stock based compensation. These shares and options will be cancelled.

As of June 30, 2020 and 2019, advances to Radiant was $0 and $920,800, respectively.

Note Receivable – Radiant Images, Inc.

In contemplation of the closing of the Radiant Agreement, the advance balance of $920,800 was formalized in a secured revolving promissory note (“Radiant Note)” dated April 26, 2019. Further advances to Radiant prior to the closing of the acquisition would increase the balance of the promissory note. The interest rate on the note was 12% and accrues daily on the outstanding balance and is collateralized by all of the assets of Radiant pursuant to a Security Agreement. The purchase price would be offset by the balance of the promissory note and interest upon closing. Through June 30, 2020, additional cash advances under the note receivable was $385,000 in equity-related transactions.

In April 2020, the Company received notice from Radiant of its intent to terminate the Radiant Agreement. As per terms of the agreement, the Radiant Note and related interest became due. The Company has ceased further discussions with respect to the acquisition and is pursuing litigation for repayment of amounts due by Radiant. The Company’s investment in Radiant was structured as a revolving note and has been classified as a Note Receivable from Radiant due with accrued but unpaid interest. Pursuant to the terms of the revolving note, Radiant is required to repay the money already invested to Hawkeye with interest. The note receivable was issued on April 26, 2019, is due upon demand of the Company at any time commencing April 26, 2020. The interest rate on the note is 12% and accrues daily on the outstanding balance. During the fiscal year ended June 30, 2020, total contributions of $337,000 were made to Radiant, bringing the balance of the note receivable to $1,305,800 at June 30, 2020 (not including interest). Because of the ongoing litigation with Radiant, the Company recorded an allowance for note receivable of $1,305,800 and interest receivable of $154,042, during the year ended June 30, 2020. Nevertheless, the Company intends to vigorously pursue the litigation and expects to fully collect these amounts from Radiant and/or its principals.

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As of June 30, 2020 and 2019, note receivable and interest receivable are as follows;

	June 30,			June 30,
	2020			2019

Note receivable	$	1,305,800		$	-
Interest receivable		154,042			-
		1,459,842			-

Allowance for note receivable		(1,305,800	)		-
Allowance for interest receivable		(154,042	)		-
	$	-		$	-

Note 6 - Notes Payable – Related Parties

Related party notes payable to shareholders are comprised of the following:

	June 30, 2020		June 30, 2019
Note payable – January 22, 2019	$	-	$	200,000
Note payable – June 13, 2019		200,000		200,000
Total	$	200,000	$	400,000

Note payable – January 22, 2019

On January 22, 2019, the Company obtained a $200,000 note from a shareholder of the Company. The note terms provide the note was due on demand after 60 days at which point the lender could request repayment at any time. The Company had the ability to repay the note (in full or in instalments) at any time without notice or penalty. In lieu of interest payments, the Company granted stock options to purchase 150,000 shares of common stock.

At the option of the lender, the note was convertible at any time from the date of issuance for one year subsequent at a conversion price of $0.50 per share. Upon conversion the lender would also be issued (i) two times the number of shares converted in Series A warrants each exercisable for one year for one share of the Company’s common stock at an exercise price of $1.00 per share, and (ii) two times the number of shares converted in Series B warrants each exercisable for one year for one share of the Company’s common stock at an exercise price of $2.00 per share.

The conversion feature with additional warrants to be issued was recorded as a debt discount up to the face amount of the note and was amortized to interest expense over the 60-day term of the note. The fair value of the warrants was approximately $200,000 and was determined using the Black-Scholes option pricing model. The fair value of stock options issued in lieu of interest payments was $74,800 which was recognized as interest expense during the year ended June 30, 2019. See Note 9 for assumptions used in the calculation of fair value for both the warrants and the options.

On August 2, 2019, the note was converted into 400,000 shares of common stock.

Convertible Note payable – June 13, 2019

On June 13, 2019, the Company entered into a Securities Purchase Agreement with a shareholder pursuant to which it issued a Promissory Note for $200,000 due on the second anniversary of issuance. The note bears interest at 10%. In connection with the Securities Purchase Agreement, the Company issued 100,000 shares of its common stock and a warrant to purchase 400,000 shares at $1.50 per share exercisable for two years from issuance.

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On June 13, 2020, the note matured and became due on demand and became convertible with a 40% discount to market price, but not lower than $1.00 per share.

On the date of the note, the 100,000 shares of common stock and the 400,000 warrants had fair values of $50,000 and $184,926, respectively. The total of $234,926 was recognized as interest expense during the year ended June 30, 2019. See Note 9 for assumptions used in the calculation of fair value of the warrants.

During the year ended June 30, 2020 and 2019, interest expense of $20,000 and $932 was recognized on this note payable – related party, respectively. Accrued interest payable, included in accounts payable and accrued liabilities, was $20,932 and $932 at June 30, 2020 and 2019, respectively.

Note 7 – Convertible Notes Payable

Convertible note

On March 17, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities LLC pursuant to which the Company issued a 10% Convertible Redeemable Note (“Convertible Note”) for the original principal amount of $150,000. The Convertible Note is due on March 17, 2021 and on the sixth month anniversary of the Note may be converted into shares of Common Stock of the Company at a 40% discount to the lowest Volume Weighted Average Price for the Company’s common stock for the 15 days preceding the conversion. The Company will recognize the derivative liability when the Note becomes convertible. The Convertible Note may be prepaid prior to the six-month anniversary at 115% of the face if paid within 30 days, and an additional 5% every 30 days thereafter with a cap of 140%. Interest accrual and debt amortization would have begun in April 2020.

Financing fees associated with the note totaled $16,500 resulting in net proceeds to the Company of $133,500. The financing fees were recognized as a discount on debt is being amortized over the term of the note.

During the year ended June 30, 2020, amortization of $4,125 was recognized as interest expense. As of June 30, 2020, the balance of the note payable is $150,000 less unamortized debt discount of $12,375 or $137,625. Interest expense of $3,750 was recognized on the convertible note during the year ended June 30, 2020.

Convertible note – related party

On April 6, 2020, the Company issued convertible note payable of $250,000 with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. The convertible note is due on April 6, 2021. At the option of holder, this note is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25 per share. In consideration for the loan of $250,000, the Borrower also granted to the Lender 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. The fair value of the options was $13,297 and was recognized as debt discount as a part of beneficial conversion feature in the year ended June 30, 2020 (Note 8). The Company recorded a discount on the convertible note due to a beneficial conversion feature of $51,594, which is being amortized over the term of the note.

During the year ended June 30, 2020, amortization of $12,899 was recognized as interest expense. As of June 30, 2020, the balance of the note payable is $250,000 less unamortized debt discount of $38,695 or $211,305. Interest expense of $6,250 was recognized on the convertible notes during the year ended June 30, 2020.

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Note 8 - Stockholders’ Equity

Common Stock

2020 Stock Issuances

During the year ended June 30, 2020, the Company had the following common stock transactions:

	·	Sold 1,782,666 shares of its common stock for total cash proceeds of $393,000. Included with these issuances were warrants to purchase up to 4,939,635 shares at exercise prices of $0.50 and $2.50.

	·	Issued 984,253 shares of its common stock with total value of $471,476 as compensation for salary, accounting, legal and advisory services.

	·	Issued 400,000 shares of its common stock in exchange for convertible note payable with a value of $200,000 (see Note 7).

	·	Issued 516,000 shares of its common stock upon exercise of warrants for $221,000 in cash.

	·	Issued 53,333 shares of its common stock associated with the exercise of warrants for $16,000 for services.

	·	Issued 430,000 shares of common stock for stock subscriptions of $170,000 received prior to June 30, 2019.

	·	Issued a total of 704,668 shares of its common stock with a value of $207,000 for transactions with Radiant.

	·	Issued 60,000 shares of common stock to replace lost shares.

2019 Stock Issuances

During the year ended June 30, 2019, the Company had the following common stock transactions:

	·	Sold 951,600 shares of its common stock for total cash proceeds of $402,942. Included with these issuances were warrants to purchase up to 3,096,600 shares via warrants at exercise prices of $1.00 and $2.00.

	·	Issued 59,100 shares of its common stock valued at $0.50 per share to four consultants as compensation for $29,550 in website, advertising, legal and advisory services.

Common Stock to be Issued

As of June 30, 2020 and 2019, the Company received payment for unissued capital stock resulting in 425,000 and 150,000 share of common stock to be issued for payments of $139,500 and $170,000, respectively.

Balance at July 1, 2018	$	(142,500	)
Received on subscription		170,000
Common stock certificates issued		142,500
Balance at June 30, 2019		170,000
Received on subscription		139,500
Common stock certificates issued		(170,000	)
Balance at June 30, 2020	$	139,500

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Stock Purchase Warrants

Transactions in stock purchase warrants for the years ended June 30, 2020 and 2019 are as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance at June 30, 2018		11,645,654		$	1.04
Granted		3,010,000			1.51
Balance at June 30, 2019		14,655,654			1.14
Granted		5,567,137			1.40
Exercised – shares issued		(1,051,001	)		0.44
Exercised – subscription received		(300,000	)		0.30
Expired		(11,624,663	)		1.12
Balance at June 30, 2020		7,047,135		$	1.52

The composition of the Company’s warrants outstanding at June 30, 2020 are as follows:

Exercise Price		Number of Warrants		Weighted Average Remaining Life (in years)
$	0.30		350,000		1.00
	0.50		393,333		1.01
	1.00		2,540,651		0.79
	1.50		20,000		1.25
	2.00		3,592,000		1.30
	2.50		151,151		0.52
			7,047,135		1.07

During the year ended June 30, 2020 and 2019, the Company issued warrants to purchase common shares in connection with a note payable to a related party (see Note 7). The fair value of the warrant was determined using the Black-Scholes option pricing model with the following assumptions:

	2020			2019
Exercise price	$	1.00		$	1.00 to $2.00
Expected term (in years)		1.00 years			0.75 years
Risk-free rate		0.13 to 0.18	%		2.00	%
Volatility		111 to 190	%		233	%
Dividend yield		-			-

Stock Options

During 2019, the Company’s board of directors approved the 2019 Directors, Officers, Employees and Consultants Stock Option Plan (“Option Plan”) which authorized the issuance of options to purchase up to 2,500,000 shares of common stock to its employees directors, and consultants.

During the year ended June 30, 2020, pursuant the Company’s Option Plan, the Company granted 3,200,000 stock options with exercise prices of $0.10 and a term of five years. These options vested 20% immediately upon issuance of this option and an additional 20% every three months thereafter. The fair value of these shares was $474,491 of which $189,797 was recognized in the year ended June 30, 2020. At June 30, 2020, compensation cost for non-vested options of $284,695 will be recognized over the next year.

Also, during the year ended June 30, 2020, the Company issued 100,000 stock options with an exercise price of $0.25 with a 5-year term in connection with a sale of shares of common stock for cash. The options vested upon issuance. The fair value of the options was $433 and was recognized in the year ended June 30, 2020.

Also, during the year ended June 30, 2020, the Company issued 400,000 stock options to a related party with an exercise price of $0.50 with a 5-year term. These options vested 20% immediately upon issuance of this option and an additional 20% every three months thereafter. The fair value of the options was $121,278 of which $48,511 was recognized in the year ended June 30, 2020. At June 30, 2020, compensation cost for non-vested options of $72,767 will be recognized over the next year.

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During the year ended June 30, 2019, pursuant the Company’s Option Plan, the Company granted 522,000 stock options with exercise prices ranging from $0.50 to $0.55 and a term of five years. These options vested 20% immediately upon issuance of this option and an additional 20% every three months thereafter. The fair value of these shares was $650,717 of which $342,726 was recognized in the year ended June 30, 2019 and $307,991 was recognized in the year ended June 30, 2020.

Also during the year ended June 30, 2019, the Company issued 150,000 stock options with an exercise price of $0.50 for a 5-year term in lieu of interest payments for the note due on demand which vested upon issuance. The fair value of the options was $74,800 and was recognized as interest expense in the year ended June 30, 2019.

The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions:

	June 30,
	2020			2019
Trading price	$	0.06 - $0.47		$	0.50
Exercise price	$	0.10 - $0.50		$	0.50 - $0.55
Expected term (in years)		1.0 to 5.0			5.0
Risk-free rate		0.19% - 2.46	%		2.43% to 2.57	%
Volatility		97% - 174	%		267	%
Dividend yield		-			-

For options issued in the year ended June 30, 2020, the volatility rate is based on the Company’s volatility. For options issued in the year ended June 30, 2019, the volatility rate of the Company three similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. The Company has no history or expectation of paying cash dividends on its common stock.

Transactions in stock options for the years ended June 30, 2020 and 2019 is as follows:

	Number of options		Weighted average exercise price		Weighted average remaining life (in years)
Outstanding, June 30, 2018		-		-		-
Granted		1,455,000	$	4.59		4.59
Expired or Forfeited		-		-		-
Exercised		-		-		-
Outstanding, June 30, 2019		1,455,000		4.59		4.59
Granted		3,800,000		0.15		4.79
Expired or Forfeited		-		-		-
Exercised		-		-		-
Outstanding, June 30, 2020		5,255,000		0.25		4.28

Vested, June 30, 2020		3,075,000	$	0.33		3.98

At June 30, 2020, the intrinsic value of the outstanding options was $1,986,900.

Note 9 – Income Taxes

The Company did not recognize a provision (benefit) for income taxes for the years ended June 30, 2020 and 2019.

At December 31, 2020 and 2019, the Company had net deferred tax assets principally arising from the net operating loss carryforward for income tax purposes multiplied by an expected federal rate of 21%. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset exists at June 30, 2020 and 2019.

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A reconciliation of the federal statutory income tax to our effective income tax is as follows:

	June 30, 2020			June 30, 2019
Federal statutory rates	$	(546,098	)	$	(392,070	)
Income tax adjustment
Expense not deductible in current period		306,567			-
Permanent difference		173			72,981
Valuation allowance against net deferred tax assets		239,358			319,089
Effective rate	$	-		$	-

At June 30, 2020, the Company had federal net operating loss carry forwards of approximately $567,000 will never expire but its utilization is limited to 80% of taxable income in any future year.

Net deferred tax assets consist of the following components as of:

	June 30, 2020			June 30, 2019

Operating loss carry forward	$	567,346		$	327,988
Valuation allowance		(567,346	)		(327,988	)
Net deferred income tax asset	$	-		$	-

The Company is open to examination of our income tax filings in the United States and state jurisdictions for the 2018 through 2020 tax years. Tax attributes from years prior to that can be adjusted as a result of examinations. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense.

Note 10 - Related Party Transactions

In addition to the notes payable described in Note 7, the Company had the following transactions with related parties:

	·	During the year ended June 30, 2019, the Company issued shares and warrants to an investor with direct control over Insight in exchange for $250,000. Insight was a 50% partner of Optical Flow (see Note 5 and Note 7).

	·	On September 11, 2019, the Company elected M. Richard Cutler, the Company’s corporate and securities counselor, as a member of its board of directors. During the year ended June 30, 2020, legal expense associated with Mr. Cutler’s services totaled $377,707 of which $165,000 was paid in the form of 330,000 shares of the Company’s common stock. At June 30, 2020, the Company has an account payable to Mr. Cutler of $76,817.

	·	On June 1, 2020 the Company entered into an agreement with a related party and a third party for the primary purpose of procurement, financing, transportation, sale and disposition and related matters in personal protection equipment (PPE), and all such other business incidental thereto. Pursuant to the agreement, the related party and third party paid $2,000,000 for a deposit on PPE. The balance of the $2,000,000 is payable from net profits from the venture as follows: 43.5% to the Company, 43.5% to the related party and 13.0% to the third party. Subsequent to repayment of the $2,000,000, net profits are distributed 40% to the Company, 20% to the related party and 40% to the third party. On June 1, 2020, a related party provided $277,000 for the purchase of PPE. The related party agreed to convert $277,000 of such amount into common stock at $.25 per share. As at June 30, 2020, the Company has recorded this as amount as a common stock payable.

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Note 11 – Commitments and Contingencies

On August 1, 2019, the Company entered into an agreement with Stratcon Advisory and Tysadco Partners. Pursuant to the agreement, the Company will pay $6,000 per month for twelve months for corporate development, investment advisory, and investor relations services, payable $3,000 in restricted common stock and $3,000 in cash. Total expense recognized under this agreement during the year ended June 30, 2020 was $70,855. At June 30, 2020, the Company has a balance of $27,000 payable and $6,000 worth of common stock.

On June 11, 2020, the Company formalized an employment agreement with its chief executive officer which provides for annual salary of $250,000 beginning with the calendar year 2020. The agreement also specified that the CEO would receive $180,000 of salary that was earned during the calendar year 2019. During the year ended June 30, 2020, compensation expense of $284,130 was recognized under this agreement. At June 30, 2020, the Company has a payable due to its CEO of $150,000. The agreement contained provisions for severance, health benefits, and a car allowance.

Note 12 - Subsequent Events

Effective July 1, 2020, the Company agreed to change the conversion price and issue 800,000 shares of common stock to an accredited investor upon conversion of a $200,000 convertible note at $0.25 per share.

Effective July 7, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 21, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective November 25, 2020, the Company’s chief executive officer converted $180,000 of unpaid salary into 515,000 shares of common stock.

Effective December 15, 2020, the Company issued 612,000 shares of common stock to an accredited investor upon conversion of $153,000 in debt.

Effective January 15, 2021, the Company appointed Christopher Mulgrew as its Chief Financial Officer. As part of that engagement Mr. Mulgrew was issued an option to acquire 500,000 shares of the Company’s Common Stock at $0.45 per share pursuant to the terms of an Option Agreement as well as the terms of the Company’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan (the “Plan”). Mr. Mulgrew’s right to acquire the Shares pursuant to the Option shall vest 20% immediately upon issuance of this option, and an additional 20% every three months thereafter. In the event Mr. Mulgrew is able to get all of the required periodic reports filed with the US Securities and Exchange Commission within 60 days of this Agreement, Mr. Mulgrew shall be issued an additional 25,000 options exercisable at $0.45 per share but not subject to vesting.

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Item 9. Change in and Disagreement with Accountants on Accounting and Financial Disclosure

At inception the Company engaged BF Borgers Certified Public Accountants (“BF Borgers”), to audit its financial statements for the period of inception to June 30, 2018, the fiscal year ended June 30, 2019 and the fiscal year ended June 30, 2020. During the period of inception through June 30, 2020 the Company has not had any disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BF Borger’s satisfaction, would have caused them to make reference thereto in their reports on the Company's financial statements for such periods.

During the period of inception through June 30, 2020 there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

During the period of inception to June 30, 2020, the Company has not consulted with BF Borgers regarding either:

the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that BF Borgers concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.	any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

The report of BF Borgers regarding the Company's financial statements for the fiscal year ended June 30, 2020 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, consisting of Corby Marshall as Chief Executive Officer and Acting Chief Financial Officer, reviewed and evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2020. In making this assessment, our management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Based on this evaluation, our management concluded that, as of June 30, 2020, our internal control over financial reporting were not effective due to material weaknesses in our internal controls due to the limited segregation of duties.

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In response to that assessment we have made a determination that all accounting and financial reporting services should be outsourced to a qualified consulting firm and we engaged a new provider. We have subsequently replaced that provider with an internal accounting contractor.

We have also made the determination that we need to dedicate more of the company’s current and future financial resources to this function and have recently engaged a permanent Chief Financial Officer.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 10. Directors, Executive Officers and Corporate Governance

The following persons are our executive officers and directors, and hold the offices set forth opposite their names.

Name	Age	Position
Corby Marshall	51	Chief Executive Officer and Director
Christopher Mulgrew	48	Chief Financial Officer
M. Richard Cutler	63	Director

Our Board of Directors consists of two members. All directors may be reimbursed their expenses, if any, for attendance at meetings of the Board of Directors.

The following is a brief account of the business experience during the past five years of each of our directors and executive officers:

Corby Marshall, Chief Executive Officer and Director

Corby Marshall is the founder, chief executive officer and director of Hawkeye Systems, Inc. since August 2019. Before that, Mr. Marshall was the Chief Executive Officer of Hilltop Cybersecurity Inc. (CSE: CYBX) and the chief executive officer of Hilltop Security, Inc. starting in March 2017. Previously, Mr. Marshall was Senior Vice President of Alliances and Partnerships for AppOrbit; where he developed and led the go-to-market programs for all consulting, reseller, and solution partners. He previously led sales, consulting, marketing, and operations for several leading companies, including Metastorm (OpenText), Mercator (IBM), Niku and LabCorp. Corby is an expert at developing new programs and leading through transformational change; skills he honed during his service as an Airborne-qualified, Field Artillery Officer in the United States Army. Mr. Marshall also speaks Portuguese.

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Mr. Marshall is a distinguished graduate of the U.S. Military Academy at West Point. Mr. Marshall’s military career included time in Kuwait, Somalia and various other deployment areas as a Field Artillery Officer specializing in 155mm self-propelled artillery units.

Christopher Mulgrew, Chief Financial Officer

Prior to joining Hawkeye Systems, Inc., Mr. Mulgrew performed contract CFO, mergers and acquisitions consulting for Gimmal, Inc., a private equity backed SaaS company. In 2019 and 2020 he was Chief Financial Officer for Panther Fluids Management, LLC, a Houston-based engineering and drilling fluids company. Prior to that Mr. Mulgrew ended his tenure at award-winning JEMSU, LLC in 2018 as Chief Executive Officer where he had served as Chief Financial Officer 2011-2017. He helped build JEMSU via multiple acquisitions and an aggressive organic growth strategy. In 2009 and 2010 Mr. Mulgrew was the Global Controller for the Shell Technology Ventures Fund, a $1.4 billion venture capital fund focused on upstream oil and gas technology companies. While at STV he served on the board of several portfolio companies including Prometheus Energy Group, Inc., ThruBit BV (acquired by Schlumberger), and Smartpipe Technologies. During 2009-2010 Mr. Mulgrew was Chief Operating Officer of Pacific Western Brewing Ltd., Canada's largest independent brewery and beverage company. Previously he led the IPO via reverse merger of Acro Energy Technologies Corp as Chief Financial Officer. Mr. Mulgrew earned an MBA from the top-ranked Jones Graduate School of Business at Rice University and holds a BBA in Accounting from Simon Fraser University in Canada. Christopher is also qualified as a Chartered Public Accountant in Canada and a Certified Public Accountant in the US and has completed executive programs at the London School of Business.

M. Richard Cutler, Director

Mr. Cutler founded Cutler Law Group in 1996. Mr. Cutler has practiced in the general corporate and securities area and international business transactions since his graduation from law school. Mr. Cutler is a graduate of Brigham Young University (B.A., magna cum laude, 1981); and Columbia University School of Law (J.D. 1984). While at Columbia, Mr. Cutler was honored as a Harlan Fiske Stone Scholar, was Managing Editor of the Columbia Journal of Law and Social Problems, received a Recognition of Achievement with Honors in Foreign and International Law, Parker School of Foreign and Comparative Law and was honored for best senior writing for "United States v. Ross: A Solution to the Automobile Container Dilemma?" published in the Columbia Journal of Law & Social Problems in 1983. Mr. Cutler was admitted to the State Bar of Texas in 1984 and the State Bar of California in 1990. After law school, Mr. Cutler joined Jones, Day, Reavis & Pogue where he practiced in the corporate, securities and mergers and acquisitions departments. Mr. Cutler subsequently spent five years in the corporate and securities department in the Dallas office of Akin, Gump, Strauss, Hauer & Feld. After moving to the west coast, Mr. Cutler was with the Los Angeles office of Kaye, Scholer, Fierman, Hayes & Handler, a New York based law firm, where he continued his corporate securities practice. I n 1991, Mr. Cutler founded the law firm of Horwitz, Cutler & Beam in Anaheim California, a general practice firm, where he managed the corporate and securities practice for five years. In 1996, Mr. Cutler formed Cutler Law Group in Newport Beach, California, a firm which specializes only in general business, corporate and securities law, as well as international business transactions. Cutler Law Group moved to Augusta, Georgia in September 2002, where he continued to practice law and operated The Club at Raes Creek, a first class swim, tennis and fitness club while continuing his legal practice in Augusta. From 2008 until 2010, Mr. Cutler was President and Chief Executive Officer of Sustainable Power Corp., a company in Baytown, Texas specializing in green energy technologies. Cutler Law Group moved to Houston, Texas in June 2009. Mr. Cutler has been admitted to the U.S. Federal District Courts, Central and Northern Districts of California, U.S. Federal District Court, Southern District of Texas, as well as the U.S. Court of Appeals, Ninth Circuit. Mr. Cutler is the author of "Comparative Conflicts of Law: Effectiveness of Contractual Choice of Forum," published in the Texas International Law Journal. Mr. Cutler is a Director of Nymox Pharmaceutical, Inc.

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Committees of the Board

Decisions of the Board of Directors are generally taken by written unanimous resolutions. The current Board comprises two members and is intending to hold regularly scheduled meetings. The entire board provides the functions of Audit, Compensation and Governance committees until such time as charters for these committees can be adopted and they can be populated by independent directors.

Code of Ethics

The Company has adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Until recently we have had a sole officer and director conducting all operations. We have recently expanded operations, the Board of Directors and the executive team. We anticipate adopting a formal Code of Ethics soon.

Family Relationships

No family relationships exist between any of our present directors and officers.

Compliance with Section 16(A) of The Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own during the fiscal year ended June 30, 2020, all forms required, if any, were filed with the SEC by such reporting persons.

Changes in Nominating Procedures

None

Item 11. Executive Compensation

The following table sets forth information concerning the total compensation paid or accrued by us during the fiscal year ended June 30, 2019 and the fiscal year ended June 30, 2020 to:

	●	all individuals who served as our chief executive officer, chief financial officer or acted in a similar capacity for us at any time during such periods and
	●	all individuals who served as executive officers of ours at any time during such periods and received annual compensation in excess of $100,000.

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Summary Compensation Table

Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Total ($)

Corby Marshall, Chief Executive Officer,	2019		180,000		0		0		74,789		254,789
Chief Financial Officer and Director	2020		180,000		0		0		148,399		328,399

*Mr. Marshall’s salary was accrued but unpaid for both years, and subsequent to the 2020 fiscal year end the compensation for 2019 was converted to 515,000 shares of common stock

Employment Agreements and Benefits

We currently do not currently provide any employee benefit or retirement programs. Our officers’ salaries are determined by the Board of Directors. Officers and employees may receive bonuses from time to time in the form of cash or equity at the sole discretion of the Board of Directors.

On June 11, 2020, the Company entered into an employment agreement with its Chief Executive Officer, Corby Marshall (the “Marshall Employment Agreement”). The Marshall Employment Agreement provides that Mr. Marshall will serve as the Company’s chairman of the board, president and chief executive officer for a period of three years. Mr. Marshall will receive an annual base salary of $180,000 a bonus of up to 50% of his base salary and other employee benefits available generally to all employees or specifically to executives of the Company. Mr. Marshall is also entitled to receive an expense allowance, health insurance and an automobile allowance. Under the terms of the Marshall Employment Agreement, Mr. Marshall‘s employment may be terminated at any time for cause or change of Control of the company through ownership votes. Under the terms of the Marshall Employment Agreement, if Mr. Marshall’s employment terminates other than for cause, disability or death, he is entitled to continued payment of his then base salary for one year in one lump sum commencing on the date of severance with reimbursement of reimbursable accrued expenses and any employee accrued amounts.

Effective January 15, 2021, the Company entered into a consulting agreement with its Chief Financial Officer, Christopher Mulgrew (the “Mulgrew Consulting Agreement”). The Mulgrew Consulting Agreement provides that Mr. Mulgrew will serve as the Company’s Chief Financial Officer. Mr. Mulgrew will receive an annual base salary of $120,000 as well as a bonus of up to 50% of his base salary upon achieving certain objectives or a bonus of up to 90% of his base salary upon achieving alternative objectives. Mr. Mulgrew is also entitled to receive reimbursement of expenses and health insurance. Under the terms of the Mulgrew Consulting Agreement, Mr. Mulgrew’s engagement may be terminated at any time for cause or change of Control of the company through ownership votes.

We may also pay bonuses to our named executive officers and other employees at the discretion of the board of directors.

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Outstanding Equity Awards

Outstanding Equity Awards at Fiscal Year-End

Name

Number of Securities Underlying Unexercised Options

Exercisable⁽¹⁾

Number of Securities Underlying Unexercised Options

Unexercisable⁽¹⁾

Option Price

Option

Expiration Date

Corby Marshall

1,040,000

(2)

260,000

$0.10 to $0.55

2024-2025

(1)	Option awards under our 2019 Director’s, Officers, Employees and Consultants Stock Option Plan.

(2)	Vesting schedule: 20% immediately on issuance and 20% every three months thereafter.

During the year ended June 30, 2020, pursuant the Company’s Option Plan, the Company granted 3,200,000 stock options with exercise prices of $0.10 and a term of five years. These options vested 20% immediately upon issuance of this option and an additional 20% every three months thereafter. The fair value of these shares was $467,455 of which $182,982 was recognized in the year ended June 30, 2020. At June 30, 2020, compensation cost for non-vested options of $280,473 will be recognized over the next year.

In connection with his engagement with Hawkeye Systems Mr. Mulgrew was granted an option to acquire 500,000 shares of the Company’s Common Stock at $0.45 per share pursuant to the terms of the Option Agreement as well as the terms of the Company’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan. Mr. Mulgrew’s right to acquire the Shares pursuant to the Option vests 20% immediately upon issuance of this option, and an additional 20% every three months thereafter. In the event Mr. Mulgrew is able to get all of the required periodic reports filed with the US Securities and Exchange Commission within 60 days of this Agreement, Mr. Mulgrew shall be issued an additional 25,000 options exercisable at $0.45 per share but not subject to vesting.

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Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors pursuant to our 2019 Officers, Directors, Employees and Consultants Stock Option Plan. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

Compensation of Directors

We may reimburse our directors for expenses incurred in connection with attending board meetings.

We did not pay director's fees or other cash compensation for services rendered as a director in the fiscal year ended June 30, 2020.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of January 21, 2021, the beneficial ownership of Hawkeye Systems, Inc. common stock by each of our directors and named executive officers, each person known to us to beneficially own more than 5% of our common stock, and by the officers and directors of the Company as a group. Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power (subject to applicable community property laws) and that person’s address is care of the Company. Shares of Common Stock subject to options, warrants, or convertible notes currently exercisable or convertible or exercisable or convertible within 60 days after October 18, 2019 are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible notes but are not deemed outstanding for computing the percentage of any other person.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially		Percent of Class Owned
Common Stock	Corby Marshall (1)		4,500,000		26.3	%
Common Stock	M. Richard Cutler (2)		691,000		3.9	%
Common Stock	Lucas Foster		600,000		3.6	%
Common Stock	Christopher Mulgrew (3)		500,000		2.9	%
Common Stock	Steve Hall(4)		1,356,669		8.2	%
All Executive Officers and Directors as a Group (3 persons)			5,541,000		31.5	%

_____________

(1) c/o Hawkeye Systems, Inc. Consists of 3,000,000 shares held by Mr. Marshall and 1,500,000 pursuant to options.

(2) c/o Cutler Law Group, P.C., 6575 West Loop South, Suite 500, Bellaire, TX 77401. Consists of 241,000 shares held by Mr. Cutler and 500,000 pursuant to options.

(3) Consists of options to purchase 500,000 shares of common stock.

(4) Mr. Hall also holds warrants exercisable for up to 2,075,330 shares of common stock but which are limited to exercise to no more than 4.99% of the Company’s common stock.

Note: Beneficial Ownership of Securities: Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, a beneficial owner of securities is a person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through means including the exercise of any option, warrant or conversion of a security.

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Item 13. Certain Relationships and Related Transaction, and Director Independence

In addition to the cash and equity compensation arrangements of our directors and executive officers discussed above under “Director Compensation” and “Executive Compensation,” the following is a description of transactions to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest.

As of the date of this Annual Report, other than as disclosed below and in this Current report, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us.

M. Richard Cutler is President and sole shareholder of Cutler Law Group, P.C. Cutler Law Group, P.C. acts as our corporate and securities counsel.

On June 1, 2020 the Company entered into an agreement with a related party and a third party for the primary purpose of procurement, financing, transportation, sale and disposition and related matters in personal protection equipment (PPE), and all such other business incidental thereto. Pursuant to the agreement, the related party and third party paid $2,000,000 for a deposit on PPE The balance of the $2,000,000 is payable from net profits from the venture as follows: 43.5% to the Company, 43.5% to the related party and 13.0% to the third party. Subsequent to repayment of the $2,000,000, net profits are distributed 40% to the Company, 20% to the related party and 40% to the third party.

On June 1, 2020, a related party provided $277,000 for the purchase of PPE. The related party agreed to convert $277,000 of such amount into common stock at $.25 per share. As at June 30, 2020, the Company has recorded this as amount as a common stock payable.

Director Independence

Our directors are not "independent," as defined by SEC rules adopted pursuant to the requirements of the Sarbanes-Oxley Act of 2002. Although our stock is not listed for trading on the Nasdaq Stock Market at this time, we are required to determine the independence of our directors by reference to the rules of a national securities exchange or of a national securities association (such as the Nasdaq Stock Market). In accordance with these requirements, we have determined that Corby Marshall and M. Richard Cutler are not "independent directors," as determined in accordance with Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock Market, Inc.

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed for the fiscal year ended June 30, 2019 and the fiscal year ended June 30, 2020 for professional services rendered by the principal accountants for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were: $37,060 and $65,000, respectively.

Audit-Related Fees

No aggregate fees were billed in either the fiscal year ended June 30, 2019 and the fiscal year ended June 30, 2020 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements.

Tax Fees

No aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees

Other fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal year ended June 30, 2019 and the fiscal year ended June 30, 2020 were $0 and $0.

Audit Committee Pre-Approval Policies

Our Board of Directors performing as the Audit Committee by their Chair has approved the principal accountant's performance of services for the audit of the registrant's annual financial statements and review of financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending June 30, 2020. Audit-related fees, tax fees, and all other fees, if any, were approved by the Board of Directors.

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Item 15. Exhibits, Financial Statement Schedules

The following exhibits are filed as part of this registration statement.

Exhibit		Description

3.1		Articles of Incorporation of Registrant*
3.2		Bylaws of Registrant*
3.3		2019 Employees, Directors and Consultants Stock Option Plan
10.1		Joint Venture Agreement dated May 9, 2018*
10.2		Joint Venture Operating Agreement for Optical Flow, LLC dated August 1, 2018*
10.3		Exclusive License Agreement between Insight Engineering LLC and Optical Flow, LLC dated as of August 1, 2018*
10.4		Form of Subscription Agreement*
10.5		Form of Series A Warrant for $.15 stock issuance*
10.6		Form of Series B Warrant for $.15 stock issuance*
10.7		Form of Series C Warrant for $.15 stock issuance*
10.8		Form of Series D Warrant for $.15 stock issuance*
10.9		Form of Series A Warrant for $.50 stock issuance*
10.10		Form of Series B Warrant for $.50 stock issuance*
10.11		Corporate Development, Investor Relations and Advisory Agreement, dated as of August 1, 2019 between the Registrant and Stratcon Advisory and Tysadco Partners.
10.12		Stock Purchase Agreement dated as of September 19, 2019 among the Registrant, Radiant Images, Inc., Gianna Wolfe and Michael Mansouri
10.13		Secured Revolving Promissory Note dated April 26, 2019 from Radiant Images, Inc. in favor of Optical Flow, LLC
10.14		Security Agreement dated as of April 26, 2019 between Radiant Images, Inc. and Optical Flow, LLC.
10.15		Convertible Note dated January 22, 2019 between the Registrant and Jon Bakshi.
10.16		Securities Purchase Agreement dated as of March 17, 2020 by and between the Registrant and Eagle Equities, LLC
10,17		10% Convertible Redeemable Note dated as of March 17, 2020 due March 17, 2021 from the Registrant to Eagle Equities, LLC
10.18		Joint Venture Agreement dated as of May 20, 2020 among the Registrant, Eagle Equities LLC and Ikon Supplies.
10.19		Joint Venture Agreement dated as of June 1, 2020 between the Registrant and Steve Hall
10.20		Security Agreement dated as of July 17, 2020 among the Registrant, HIE LLC and Eagle Equities, LLC.
10.21		Profit Sharing Agreement dated as of September 10, 2020 among the Registrant and Ikon Supplies
10.22		Consulting Agreement dated as of January 15, 2021 among the Registrant and Christopher Mulgrew
21		List of Subsidiaries.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer pursuant to Section 1350
32.2		Certification of Chief Financial Officer pursuant to Section 1350

___________

* Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Hawkeye Systems, Inc.

February 1, 2021	By:	/s/ Corby Marshall
		Corby Marshall
		Chief Executive Officer
		(Principal Executive Officer)

February 1, 2021	By:	/s/ Christopher Mulgrew
		Christopher Mulgrew
		Chief Financial Officer
		(Principal Financial Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: February 1, 2021	/s/ Corby Marshall
	Corby Marshall, Director
	and Principal Executive Officer

Date: February 1, 2021	/s/ M. Richard Cutler
	M. Richard Cutler, Director

EXHIBIT 3.3

HAWKEYE SYSTEMS, INC.

2019 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’

STOCK OPTION PLAN

Upon adoption by the Board of Directors, this 2019 Employees’, Directors’ and Consultants’ Stock Option Plan (the “Plan”) authorizes Hawkeye Systems, Inc. to issue options to purchase up to 2,500,000 shares of common stock, on terms to be determined pursuant to option agreements, to its Employees, Directors, and Consultants subject to the following terms.

1. Purpose of the Plan.

The purpose of the Plan is to enable the Company to attract, retain and motivate its employees, directors and qualified consultants by providing for or increasing the proprietary interests of such employees, directors and consultants in the Company through increased stock ownership.

The Plan provides for options which either (i) qualify as incentive stock options (“Incentive Options”) within the meaning of that term in Section 422 of the Internal Revenue Code of 1986, as amended, or (ii) do not so qualify under Section 422 of the Code (“Nonstatutory Options”) (collectively “Options”). Any Option granted under this Plan will be clearly identified at the time of grant as to whether it is intended to be either an Incentive Option or a Nonstatutory Option.

2. Definitions.

The following terms, when appearing in the text of this Plan in capitalized form, will have the meanings set out below:

(a) “Board” means the Board of Directors of the Company.

(b) “Code” means the Internal Revenue Code of 1986, as heretofore or hereafter amended.

(d) “Company” means Hawkeye Systems, Inc. or any parent or “subsidiary corporation,” as that term is defined by Section 424(f) of the Code, thereof, unless the context requires it to be limited to Competitive Technologies, Inc..

(e) “Consultants” means the class of persons consisting of individuals engaged by the Company by contract or otherwise to provide services to the Company as the Committee shall so determine.

(f) “Directors” means the class of persons consisting of individuals duly elected to and actively serving on the Company’s Board of Directors.

(g) “Disabled Grantee” means a Grantee who is disabled within the meaning of Section 422(c)(6) of the Code.

(h) “Employees” means the class of employees consisting of individuals regularly employed by the Company on a full-time salaried basis who are identified as key employees, or such other employees as the Committee shall so determine.

(i) “Executive Officer” means those individuals who, on the last day of the taxable year at issue: (i) served as the Company’s chief executive officer or was acting in a similar capacity, regardless of compensation level; and (ii) the four most highly compensated executive officers (other than the chief executive officer) all as determined pursuant to Treasury Regulation 1.162-27(c)(2).

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(j) “Fair Market Value” means, with respect to the common stock of the Company, the price at which the stock would change hands between an informed, able and willing buyer and seller, neither of which is under a compulsion to enter into the transaction. Fair Market Value will be determined in good faith by the Committee in accordance with a valuation method which is consistent with the guidelines set forth in Treasury Regulation 1.421-7 (e) (2) or any applicable regulations issued pursuant to Section 422(a) of the Code. Fair Market Value will be determined without regard to any restriction other than a restriction which, by its terms, will never lapse.

(k) “Grantee” means an eligible Employee, Director or Consultant under this Plan who has been granted an Option.

(l) “Incentive Option” means an Option that qualifies for the benefit described in Section 421 of the Code, by virtue of compliance with the provisions of Section 422 of the Code.

(m) “Nonstatutory Option” means an Option that is not an Incentive Option.

(n) “Option” means either an Incentive Option or a Nonstatutory Option granted under this Plan.

(o) “Option Agreement” means the agreement entered into between the Company and an individual Grantee and specifying the terms and conditions of the Option granted to the Grantee, which terms and conditions will recite or incorporate by reference: (i) the provisions of this Plan which are not subject to variation; and (ii) the variable terms and conditions of each Option granted hereunder which will apply to that Grantee.

(p) “Optionee” means a Grantee, and, under the appropriate circumstances, his guardian, representative, heir, distributee, legatee or successor in interest, including any transferee.

(q) “Stock” means the Company’s common stock.

3. Administration of the Plan.

(a) Committee Membership. The Plan shall be administered by a committee appointed by the Board, to be known as the Compensation Committee (the “Committee”). The Committee shall be not less than two members and to the extent possible shall be comprised solely of Non-employee Directors, as defined by Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934 (“1934 Act”), or any successor definition adopted by the Securities and Exchange Commission, and who shall each also qualify as an Outside Director for purposes of Section 162(m) of the Code. Any vacancy occurring on the Committee may be filled by appointment by the Board. The Board at its discretion may from time to time appoint members to the Committee in substitution of members previously appointed, may remove members of the Committee and may fill vacancies, however caused, in the Committee. The Committee shall initially consist of Yale Peebles, Nicolas Lin and Lawrence Iwanski.

(b) Committee Procedures. The Committee shall select one of its members as chairman and shall hold meetings at such times and places as it may determine. A quorum of the Committee shall consist of a majority of its members, and the Committee may act by vote of a majority of its members present at a meeting at which there is a quorum, or without a meeting by written consent signed by all members of the Committee. If any powers of the Committee hereunder are limited or denied by the Board or under applicable law, the same powers may be exercised by the Board.

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(c) Committee Powers and Responsibilities. The Committee will interpret the Plan, prescribe, amend and rescind any rules or regulations necessary or appropriate for the administration of the Plan, and make such other determinations and take such other actions it deems necessary or advisable, except as otherwise expressly reserved for the Board. Subject to the limitations imposed by the Board or under applicable law and the terms of the Plan, the Committee may periodically determine which Employees, Directors, and/or Consultants should receive Options under the Plan, whether the options shall be Incentive Options or Nonstatutory Options, the number of shares covered by such Options, the per share purchase price for such shares, and the terms thereof, including but not limited to transferability of such Options, and shall have full power to grant such Options. In making its determinations, the Committee shall consider, among other relevant factors, the importance of the duties of the Grantee to the Company, his or her experience with the Company, and his or her future value to the Company. All decisions, interpretations and other actions of the Committee shall be final and binding on all Grantees, Optionees and all persons deriving their rights from a Grantee or Optionee. No member of the Board or the Committee shall be liable for any action taken or failed to be taken in good faith or for any determination made pursuant to the Plan.

4. Stock Subject to Plan.

This Plan authorizes the Committee to grant Options to Employees, Directors and/or Consultants up to the aggregate amount of 2,500,000 shares of Stock, subject to eligibility and any limitations specified herein. Adjustment in the shares subject to the Plan shall be made as provided in Section 9. Any shares covered by an Option which, for any reason, expires, terminates or is canceled may be reoptioned under the Plan.

5. Eligibility

(a) General Rule. All Employees, Directors and Consultants defined in Section 2(e) and 2(g) shall be eligible.

(b) Ten Percent Stockholders. An Employee, Director or Consultant who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding Stock shall not be eligible for designation as a Grantee of an Incentive Option unless (i) the exercise price for each share of Stock subject to such Incentive Option is at least one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the date of grant, and (ii) such Incentive Option, by its terms, is not exercisable after the expiration of five (5) years from the date of grant.

(c) Attribution Rules. For purposes of Subsection (b) above, in determining stock ownership, an Employee, Director or Consultant shall be deemed to own the Stock owned, directly or indirectly, by or for his brothers, sisters (whether by whole or half blood), spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries.

(d) Outstanding Stock. For purposes of Subsection (b) above, “Outstanding Stock” shall include all Stock actually issued and outstanding immediately after the grant. “Outstanding Stock” shall not include shares authorized for issuance under outstanding options held by the Employee, Director or Consultant, or by any other person.

(e) Individual Limits of Executive Officers. Subject to the provisions of Section 9 hereof, the number of option shares granted in a fiscal year to any Executive Officer shall not exceed 500,000 shares for the first fiscal year during which such person becomes an Executive Officer and shall not exceed 1,000,000 shares for any subsequent fiscal year during which such person serves as an Executive Officer.

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(f) Incentive Option Limitation. The aggregate Fair Market Value of the stock for which Incentive Options granted to any one eligible Employee, Director or Consultant under this Plan and under all incentive stock option plans of the Company, its parent(s) and subsidiaries, may by their terms first become exercisable during any calendar year shall not exceed $100,000, determining Fair Market Value of the stock subject to any Option as of the time that Option is granted. If the date on which one or more Incentive Options could be first exercised would be accelerated pursuant to any other provision of the Plan or any Stock Option Agreement referred to in Section 6(a), or an amendment thereto, and the acceleration of such exercise date would result in a violation of the restriction set forth in the preceding sentence, then notwithstanding any such other provision the exercise date of such Incentive Options shall be accelerated only to the extent, if any, that is permitted under Section 422 of the Code and the exercise date of the Incentive Options with the lowest option prices shall be accelerated first. Any exercise date which cannot be accelerated without violating the $100,000 restriction of this section shall nevertheless be accelerated, and the portion of the Option becoming exercisable thereby shall be treated as a Nonstatutory Option.

6. Terms and Conditions of All Options Under the Plan.

(a) Option Agreement. All Options granted under the Plan shall be evidenced by a written Option Agreement and shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in an Option Agreement.

(b) Number of Shares. Each Option Agreement shall specify the number of shares of the Stock each such Employee, Director or Consultant will be entitled to purchase pursuant to the Option and shall provide for the adjustment of such number in accordance with Section 9. Each Option Agreement shall state the minimum number of shares which must be exercised at any time, if any.

(c) Nature of Option. Each Option Agreement shall specify the intended nature of the Option as an Incentive Option, a Nonstatutory Option or partly of each type.

(d) Exercise Price. Each Option Agreement shall specify the exercise price. The exercise price of either the Incentive Option or the Nonstatutory Option shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the date of grant. Subject to the foregoing, the exercise price under any Option shall be determined by the Committee in its sole discretion. The exercise price shall be payable in the form described in Section 7.

(e) Term of Option. The Option Agreement shall specify the term of the Option. The term of any Option granted under this Plan is subject to expiration, termination, and cancellation as set forth within this Plan.

(f) Exercisability; Vesting. Each Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. Such Option shall not be exercisable after the expiration of such term which shall be fixed by the Committee, but in any event not later than ten years from the date such Option is granted. Subject to the provisions of the Plan, the Committee may grant Options which are vested, or which become vested upon the happening of an event or events as specified by the Committee.

(g) Withholding Taxes. Upon exercise of any Nonstatutory Option (or any Incentive Option which is treated as a Nonstatutory Option because it fails to meet the requirements set forth in the Code for Incentive Options), the Optionee must tender full payment to the Company for any federal income tax withholding required under the Code in connection with such exercise (“Withholding Tax”). If the Optionee fails to tender to the Company the Withholding Tax, the Committee, at its discretion, shall withhold from the Optionee any and all shares subject to such Option, and accordingly, subject to Withholding Tax until such time as either of the following events has occurred:

(i) the Optionee tenders to the Company payment in cash to pay the Withholding Tax; or

(ii) if the Optionee is an Employee, the Company withholds from the Optionee’s wages an amount sufficient to pay the Withholding Tax.

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(h) Termination and Acceleration of Option.

For Incentive Options:

(i) If the employment of a Grantee who is not a Disabled Grantee is terminated without cause, or such Grantee voluntarily quits or retires under any retirement plan of the Company, any then outstanding and exercisable stock option held by such a Grantee shall be exercisable, in accordance with the provisions of the Option Agreement, by such Grantee at any time prior to the expiration date of such Option or within three months after the date of termination of employment or service, whichever is the shorter period.

(ii) If the employment of a Grantee who is a Disabled Grantee is terminated without cause, any then outstanding and exercisable Option held by such a Grantee shall be exercisable, in accordance with the provisions of the Option Agreement, by such a Grantee at any time prior to the expiration date of such Option or within one year after the date of such termination of employment or service, whichever is the shorter period.

For all Options issued hereunder:

(i) If the Company terminates the employment of a Grantee for cause, all outstanding stock options held by the Grantee at the time of such termination shall automatically terminate unless the Committee notifies the Grantee that his or her options will not terminate. A termination “for cause” shall be defined under each written Option Agreement. The Company assumes no responsibility and is under no obligation to notify a Permitted Transferee (as hereafter defined in section 13) of early termination of an Option on account of a Grantee’s termination of employment.

(ii) Whether termination of employment or other service is a termination “for cause” or whether a Grantee is a Disabled Grantee shall be determined in each case, in its discretion, by the Committee and any such determination by the Committee shall be final and binding.

(iii) Following the death of a Grantee during employment, any outstanding and exercisable Options held by such Grantee at the time of death shall be exercisable, in accordance with the provisions of the Option Agreement, by the person or persons entitled to do so under the Will of the Grantee, or, if the Grantee shall fail to make testamentary disposition of the stock option or shall die intestate, by the legal representative of the Grantee at any time prior to the expiration date of such Option or within one year after the date of death, whichever is the shorter period.

(iv) The Committee may grant Options, or amend Options previously granted, to provide that such Options continue to be exercisable up to ten years after the date of grant irrespective of the termination of the Grantee’s employment with the Company, and which vest upon grant or become vested upon the happening of an event or events specified by the Committee, although the exercise of such vested Options in the case of Incentive Options more than three months after termination of employment may convert such Options to Nonstatutory Options with respect to the income tax consequences of such exercise.

7. Payment for Shares

(a) Cash. Payment in full for shares purchased under an Option shall be made in cash (including check, bank draft or money order) or pursuant to a cashless exercise provision, if any is available under the Option Agreement, at the time that the Option is exercised.

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(b) Stock. In lieu of cash an Optionee may, with the consent of the Committee, make payment for Stock purchased under an Option, in whole or in part, by tendering to the Company in good form for transfer, shares of Stock valued at Fair Market Value on the date the Option is exercised. Such shares will have been owned by the Optionee or the Optionee’s representative for the time specified by the Committee but in no case shall the Optionee or his representative have held a beneficial interest in such tendered shares for a period less than six months prior to the exercise of the Option.

8. Use of Proceeds from Stock.

Cash proceeds from the sale of Stock pursuant to Options granted under the Plan shall constitute general funds of the Company.

9. Adjustments.

Changes or adjustments in the Option price, number of shares subject to an Option or other specifics as the Committee should decide will be considered or made pursuant to the following rules:

(a) Upon Changes in Stock. If the outstanding Stock is increased or decreased, or is changed into or exchanged for a different number or kinds of shares or securities, as a result of one or more reorganizations, recapitalization, stock splits, reverse stock splits, split-up, combination of shares, exchange of shares, change in corporate structure, or otherwise, appropriate adjustments will be made in the exercise price and/ or the number and/or kind of shares or securities for which Options may thereafter be granted under this Plan and for which Options then outstanding under this Plan may thereafter be exercised. The Committee will make such adjustments as it may deem fair, just and equitable to prevent substantial dilution or enlargement of the rights granted to or available for Optionees. No adjustment provided for in this Section 9 will require the Company to issue or sell a fraction of a share or other security. Nothing in this Section will be construed to require the Company to make any specific or formula adjustment.

(b) Prohibited Adjustment. If any such adjustment provided for in this Section 9 requires the approval of stockholders in order to enable the Company to grant or amend Options, then no such adjustment will be made without the required stockholder approval. Notwithstanding the foregoing, if the effect of any such adjustment would be to cause an Incentive Option to fail to continue to qualify under Section 422 of the Code or to cause a modification, extension or renewal of such stock option within the meaning described in Section 424 of the Code, the Committee may elect that such adjustment not be made but rather shall use reasonable efforts to effect such other adjustment of each then outstanding Option as the Committee, in its sole discretion, shall deem equitable and which will not result in any disqualification, modification, extension or renewal (within the meaning of Section 424 of the Code) of such Incentive Option.

(c) Further Limitations. Nothing in this Section will entitle the Optionee to adjustment of his Option in the following circumstances:

(i) The issuance or sale of additional shares of the Stock, through public offering or otherwise;

(ii) The issuance or authorization of an additional class of capital stock of the Company;

(iii) The conversion of convertible preferred stock or debt of the Company into Stock;

(iv) The payment of dividends except as provided in Section 9 (a).

The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

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10. Legal Requirements:

(a) Compliance with All Laws. The Company will not be required to issue or deliver any certificates for shares of Stock prior to (a) the listing of any such Stock to be acquired pursuant to the exercise of any Option on any stock exchange on which the Stock may then be listed, and (b) the compliance with any registration requirements or qualification of such shares under any federal securities laws, including without limitation the Securities Act of 1933, as amended (“1933 Act”), the rules and regulations promulgated thereunder, or state securities laws and regulations, the regulations of any stock exchange or interdealer quotation system on which the Company’s securities may then be listed, or obtaining any ruling or waiver from any government body which the Company may, in its sole discretion, determine to be necessary or advisable, or which, in the opinion of counsel to the Company, is otherwise required.

(b) Compliance with Specific Code Provisions. It is the intent of the Company that the Plan and its administration conform strictly to the requirements of Section 422 of the Code with respect to Incentive Options. Therefore, notwithstanding any other provision of this Plan, nothing herein will contravene any requirement set forth in Section 422 of the Code with respect to Incentive Options and if inconsistent provisions are otherwise found herein, they will be deemed void and unenforceable or automatically amended to conform, as the case may be.

(c) Plan Subject to Nevada Law. All questions arising with respect to the provisions of the Plan will be determined by application of the Code and the laws of the state of Nevada except to the extent that Nevada laws are preempted by any federal law.

11. Rights as a Stockholder.

An Optionee shall have no rights as a stockholder with respect to any Stock covered by his or her Option until the date of issuance of the stock certificate to him or her after receipt of the consideration in full set forth in the Option Agreement. Except as provided in Section 9 hereof, no adjustments will be made for dividends, whether ordinary or extraordinary, whether in cash, securities, or other property, or for distributions for which the record date is prior to the date on which the Option is exercised.

12. Restrictions on Shares.

Prior to the issuance or delivery of any shares of the Stock under the Plan, the person exercising the Option may be required to:

(a) represent and warrant that the shares of the Stock to be acquired upon exercise of the Option are being acquired for investment for the account of such person and not with a view to resale or other distribution thereof;

(b) represent and warrant that such person will not, directly or indirectly, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any such shares unless the sale, transfer, assignment, pledge, hypothecation or other disposition of the shares is pursuant to the provisions of this Plan and effective registrations under the 1933 Act and any applicable state or foreign securities laws or pursuant to appropriate exemptions from any such registrations; and

(c) execute such further documents as may reasonably be required by the Committee upon exercise of the Option or any part thereof, including but not limited to any stock restriction agreement that the Committee may choose to require.

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Nothing in this Plan shall assure any Optionee that shares issuable under this Option are registered on a Form S-8 under the 1933 Act or on any other Form. The certificate or certificates representing the shares of the Stock to be issued or delivered upon exercise of an Option may bear a legend evidencing the foregoing and other legends required by any applicable securities laws. Furthermore, nothing herein or any Option granted hereunder will require the Company to issue any Stock upon exercise of any Option if the issuance would, in the opinion of counsel for the Company, constitute a violation of the 1933 Act, applicable state securities laws, or any other applicable rule or regulation then in effect. The Company shall have no liability for failure to issue shares upon any exercise of Options because of a delay pending the meeting of any such requirements.

13. Transferability.

The Committee shall retain the authority and discretion to permit a Nonstatutory Option, but in no case an Incentive Option, to be transferable as long as such transfers are made only to one or more of the following: family members, limited to children of Grantee, spouse of Grantee, or grandchildren of Grantee, or trusts for the benefit of Grantee and/or such family members (“Permitted Transferee”), provided that such transfer is a bona fide gift and accordingly, the Grantee receives no consideration for the transfer, and that the Options transferred continue to be subject to the same terms and conditions that were applicable to the Options immediately prior to the transfer. Options are also subject to transfer by will or the laws of descent and distribution. Options granted pursuant to this Plan shall not be otherwise transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise. A Permitted Transferee may not subsequently transfer an Option. The designation of a beneficiary shall not constitute a transfer.

14. No Right to Continued Employment.

This Plan and any Option granted under this Plan will not confer upon any Optionee any right with respect to continued employment or engagement by the Company nor shall they alter, modify, limit or interfere with any right or privilege of the Company under any employment agreement heretofore or hereafter executed with any Optionee, including the right to terminate any Optionee’s employment or engagement at any time for or without cause, to change his or her level of compensation or to change his or her responsibilities or position.

15. Corporate Reorganizations.

Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to Options hereunder are changed into or exchanged for cash or property or securities not of the Company’s issue, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by another corporation or person, the Plan will terminate and all Options will lapse. The result described above will not occur if provision is made in writing in connection with such transaction for the continuance of the Plan and/or for the assumption of Options earlier granted, or the substitution for such Options of options covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Plan and Options theretofore granted will continue in the manner and under the terms so provided. If the Plan and unexercised Options shall terminate pursuant to the foregoing, all persons holding any unexercised portions of Options then outstanding shall have the right, at such time prior to the consummation of the transaction causing the termination as the Company shall designate, to exercise the unexercised portions of their options, including the portions thereof which would but for this Section 15 not yet be exercisable.

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16. Modification, Extension and Renewal.

(a) Options. Subject to the conditions of and within the limitations prescribed in the Plan herein, the Committee may modify, extend, cancel or renew outstanding Options. Notwithstanding the foregoing, no modification will, without the prior written consent of the Optionee, alter, impair or waive any rights or obligations associated with any Option earlier granted under the Plan.

(b) Plan. The Board may at any time and from time to time interpret, amend or discontinue the Plan.

17. Plan Date and Duration.

The Plan shall take effect on the date it is adopted by the Board. Options may not be granted under this Plan after December 31, 2022.

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EXHIBIT 10.11

EXHIBIT 10.12

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and among

HAWKEYE SYSTEMS, INC.,

a Nevada corporation,

RADIANT IMAGES INC.

a California corporation,

GIANNA WOLFE

and

MICHAEL MANSOURI

Dated as of September 19, 2019

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2019 is made and entered into by and among Hawkeye Systems, Inc., a Nevada corporation (“Buyer”), Radiant Images Inc., a California corporation (“Company”), Gianna Wolfe (the “Seller”) and Michael Mansouri (“Mansouri” and collectively with the Seller, the “Seller Parties”). Buyer and the Seller Parties are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

RECITALS

WHEREAS, Seller is the owner of all of the issued and outstanding capital stock of the Company (the “Shares”);

WHEREAS, Mansouri and Seller are key employees of the Company and acknowledge that they will materially benefit from the transactions contemplated by this Agreement; and

WHEREAS, upon the terms and subject to the conditions of this Agreement, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the Shares.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

“Action” means any action, claim, lawsuit, legal proceeding, litigation (at law or in equity), arbitration, complaint, investigation or proceeding (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before any Governmental Authority.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and under “common control with”) means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign Tax Law.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Ancillary Agreements” means the Employment Agreements and each other agreement, document, instrument and/or certificate contemplated by this Agreement to be executed in connection with the transactions contemplated hereby.

“Annual Financial Statements” has the meaning set forth in Section 4.7(a)(i).

“Balance Sheet Date” has the meaning set forth in Section 4.7(a)(ii).

“Business” means the development, manufacture, production, design, licensing or sale of any technology, information, intellectual property (including without limitation patent rights) and other materials for or relevant to 360 and 180 degree, visible and infrared spectrum, multi lens, rectilinear and curvilinear camera platforms as presently conducted by the Company as of the date of this Agreement.

“Business Consultants” means each individual retained by the Company or any of its Subsidiaries as an independent contractor or consultant to the Business.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks are required or permitted to be closed in the State of California.

“Business Employee” means each individual employed by the Company or any of its Subsidiaries who devotes substantially all of his or her time to the Business.

“Buyer” has the meaning set forth in the preamble to this Agreement.

“Buyer Indemnitee” and “Buyer Indemnitees” have the respective meanings set forth in Section 10.2.

“Cash and Cash Equivalents” means (a) cash and cash equivalents of the Company and its Subsidiaries, as defined in accordance with GAAP, specifically including marketable securities and short-term investments and (b) deposits with third parties (including deposits with landlords, and, for the avoidance of doubt, including deposits with landlords categorized as prepaid expenses) made by the Company or any of its Subsidiaries. For the avoidance of doubt, Cash and Cash Equivalents shall be calculated net of issued but uncleared checks and drafts and shall include checks, other wire transfers and drafts deposited or available for deposit for the account of the Company and its Subsidiaries.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Closing Date Cash” means the Cash and Cash Equivalents as of the close of business on the Business Day immediately preceding the Closing Date.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the recitals to this Agreement.

“Contract” means any written contract, agreement, indenture, mortgage, lease, instrument or other legally binding written agreement, arrangement, understanding, undertaking, commitment or obligation.

“Deductible” has the meaning set forth in Section 10.4(a)(ii).

“Disclosure Schedules” has the meaning set forth in ARTICLE 3.

“Employee Benefit Plan” means each: (a) “employee benefit plan,” as defined in Section 3(3) of ERISA; and (b) all other pension, retirement, supplemental retirement, deferred compensation, excess benefit, profit sharing, bonus, stock option, phantom equity or other equity-based compensation, plan, program, or arrangement maintained, sponsored, contributed to, or required to be contributed to, by the Company or any ERISA Affiliate for the benefit of any current or former employee, director, officer or independent contractor of the Company or under which the Company or any ERISA Affiliate thereof has any Liability.

“Employment Agreements” means the Employment Agreement (Wolfe) and the Employment Agreement (Mansouri).

“Employment Agreement (Mansouri)” means the Employment Agreement, to be dated as of the Closing Date, by and among Michael Mansouri and Buyer, in substantially the form of Exhibit A attached hereto.

“Employment Agreement (Wolfe)” means the Employment Agreement, to be dated as of the Closing Date, by and among Gianna Wolfe and Buyer, in substantially the form of Exhibit B attached hereto.

“Environmental Laws” means all applicable Laws (including common law) concerning pollution or protection of the environment.

“Equity Interest” means any share, capital stock, partnership interest, limited liability company interest, membership interest, joint venture interest or similar interest in any Person, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person at any relevant time considered a single employer with the Company, its Subsidiaries or any of their Affiliates under Section 414 of the Code.

“Evaluation Material” has the meaning set forth in Section 4.23(a).

“Financial Statements” has the meaning set forth in Section 4.7(a)(ii).

“Forward-Looking Statements” has the meaning set forth in Section 4.23(c).

“Fraud” means a material false statement or omission made with the intent to deceive.

“Fundamental Representations” means the representations and warranties set forth in ARTICLE III, Section 4.1, Section 4.2, Section 4.4 and Section 4.8.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied in accordance with the past custom and practices of the Company and its Subsidiaries.

“General Principles of Law, Equity and Public Policy” means, with reference to the enforceability of any Contract, that enforceability may be limited by (a) general principles of law, equity and public policy, including principles regarding the enforceability of covenants not to compete and similar restrictive covenants; principles regarding the availability of specific performance, injunctive relief, or other equitable remedies; principles requiring good faith and fair dealing in the performance and enforcement of a Contract by the party seeking its enforcement; principles requiring reasonableness in the performance and enforcement of a Contract by the party seeking its enforcement; principles requiring consideration of the materiality of a breach and the consequences of the breach to the party seeking enforcement; and principles requiring consideration of the impracticability or impossibility of performance at the time of attempted enforcement; or (b) bankruptcy, insolvency, reorganization, receivership, moratorium, and other similar Laws affecting the rights of debtors and creditors generally.

“Governmental Authority” means any federal, state, local or foreign governmental, quasi-governmental, regulatory or administrative body, instrumentality, department, commission or agency, or any federal, state, local or foreign court, tribunal, arbitration panel, commission or other similar dispute-resolving panel or body.

“Indebtedness” of the Company and its Subsidiaries means, at a particular time, without duplication, determined on an aggregate basis, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums and penalties payable as a result of the consummation of the transactions contemplated by this Agreement) arising under indebtedness for borrowed money of the Company or any of its Subsidiaries; provided, however, that “Indebtedness” shall not include: (a) any item which would otherwise fall within the above definition of Indebtedness which is solely related to the day-to-day operation of the Business and is reflected or included in the Financial Statements; and (b) any intra-company obligations, loans or transactions between the Company and its Subsidiaries.

“Indemnified Party” has the meaning set forth in Section 10.5(a).

“Indemnifying Party” has the meaning set forth in Section 10.5(a).

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, divisional, extensions, and reexaminations thereof; (b) all trademarks, service marks, trade dress, logos, slogans, trade names, and Internet domain names, together with all translations, adaptations and combinations thereof, all applications, registrations, and renewals in connection therewith, and all goodwill associated with any of the foregoing; (c) all copyrights and other works of authorship, and all applications, registrations, and renewals in connection therewith; (d) all trade secrets and other confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (e) all computer software (including source code, executable code, data, databases, and related documentation); (f) all proprietary and intellectual property rights in the foregoing; and (g) all copies and tangible embodiments of the foregoing (in whatever form or medium).

“Interim Financial Statements” has the meaning set forth in Section 4.7(a)(ii).

“Interim Period” has the meaning set forth in Section 6.1(a).

“Knowledge of Seller Parties” or “Seller Parties’ Knowledge” means the actual knowledge of Michael Mansouri and Gianna Wolfe, after reasonable investigation.

“Law” means any law, statute, treaty, code, rule, regulation or ordinance of a Governmental Authority.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, and other interest in real property held by the Company or any of its Subsidiaries.

“Lease” means any written lease, sublease, license, right of use, concession or other agreement, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which the Company or any of its Subsidiaries holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Company or any of its Subsidiaries thereunder.

“Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

“Licensed Intellectual Property” means all Intellectual Property that is licensed to the Company or any of its Subsidiaries pursuant to Licenses and that is material to the operation of the Business as currently conducted (other than commercially available, off-the-shelf software).

“Licenses” means all agreements providing for licenses of Licensed Intellectual Property to the Company or any of its Subsidiaries.

“Lien” means, with respect to any property or asset, any mortgage, pledge, lien, encumbrance or other security interest in respect of such property or asset. For the avoidance of doubt, the license or other grant of rights with respect to Intellectual Property, in and of itself, shall not be deemed to be a Lien.

“Loss(es)” means, with respect to any Person, any actual direct losses, Liabilities, demands, claims, Actions, out-of-pocket costs and expenses (including reasonable attorneys’ fees) against or affecting such Person; provided, however, that “Loss(es)” shall not include, and the Buyer Indemnitees shall not be entitled to seek or recover from any Seller Party under any theory of liability, any consequential, incidental, indirect, punitive, exemplary or special Liabilities, damages, losses or expenses.

“Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that is materially adverse to (a) the financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of Seller Parties to consummate the transactions contemplated by this Agreement and the other documents referred to herein to which Seller Parties are a party; provided, however, that a “Material Adverse Effect” shall not include any change, effect, event, occurrence, state of facts or development in or attributable to: (i) general economic or business conditions; (ii) financial, banking or securities markets of the U.S. in general (including any disruption thereof and any decline in the price of any security or any market index); (iii) acts of God or other calamities, national or international political or social conditions, including the engagement and/or escalation by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S. or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S.; or (iv) conditions affecting generally the industry in which the Company and its Subsidiaries participate.

“Material Contract” has the meaning set forth in Section 4.14(a).

“Order” means any order, writ, injunction, decree, stipulation, judgment, award, determination, direction or demand of a Governmental Authority.

“Ordinary Course” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Outside Date” has the meaning set forth in Section 12.1(b).

“Owned Intellectual Property” means all Intellectual Property owned by the Company or any of its Subsidiaries and that is material to the operation of the Business as currently conducted.

“Party” and “Parties” have the respective meanings set forth in the preamble to this Agreement.

“Payoff Amount” has the meaning set forth in Section 2.3(b)(i).

“Payoff Letter” has the meaning set forth in Section 7.1(c).

“Permit” means all permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates (including industry association certifications), variances and similar rights granted by or obtained from any Governmental Authority.

“Permitted Liens” means: (a) Liens for Taxes or other governmental charges which are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company or any of its Subsidiaries; (b) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course; (c) statutory Liens for landlords for amounts which are not yet due and payable; (d) easements, covenants, conditions, restrictions and other similar matters of record affecting title to the Leased Real Property which do not or would not materially impair the use or occupancy of the Leased Real Property in connection with the operation of the Business conducted thereon; (e) Liens incurred or deposits made in the Ordinary Course in connection with worker’s compensation, unemployment insurance, social security retirement or similar programs; (f) Liens on goods in transit incurred pursuant to documentary letters of credit; (g) licenses of Intellectual Property; (h) purchase money Liens and Liens securing rental payments under capital lease arrangements; (i) Liens which are not reasonably likely to materially impair the continued use of the asset or property to which they relate, as used on the date hereof; (j) transfer restrictions under applicable federal and state securities Laws; (k) Liens associated with Indebtedness which will be paid off at Closing; and (l) Liens identified on Schedule 1.1.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a Governmental Authority.

“Pre-Closing Tax Period” means any Tax period (including a portion of any Straddle Period) ending on or before the Closing Date.

“Purchase Price” means has the meaning set forth in Section 2.3(a).

“Real Property Leases” has the meaning set forth in Section 4.6(b).

“Revolving Note” means that certain Secured Revolving Promissory Note dated as of April 26, 2019 by Company in favor of Optical Flow, LLC, a subsidiary of Buyer.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller Indemnitee” and “Seller Indemnitees” have the respective meanings set forth in Section 10.3.

“Seller Party and Seller Parties” have the respective meaning set forth in the preamble to this Agreement.

“Shares” has the meaning set forth in the recitals to this Agreement.

“Specified Representations” means the representations and warranties set forth in Section 4.3, Section 4.12, Section 4.13, Section 4.15 and Section 4.16.

“Straddle Period” means any Tax period beginning before the Closing Date and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, escheat or unclaimed property, alternative or add‑on minimum, estimated, or other like assessment, charge or tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third-Party Claim” has the meaning set forth in Section 10.5(b)(i).

ARTICLE 2

PURCHASE AND SALE OF THE SHARES

Section 2.1. Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, the Shares, free and clear of any Liens (other than Permitted Liens).

Section 2.2. Closing. Subject to the satisfaction or waiver of the conditions precedent specified in ARTICLE 8, the closing of the transactions contemplated by this Agreement (collectively, the “Closing”) will take place remotely via the electronic exchange of executed counterpart documents and the electronic transfer of funds as soon as practicable on or after the execution and delivery of this Agreement, but in any event no later than two (2) Business Days following the satisfaction or waiver of the conditions precedent specified in ARTICLE 8, or at such other time, date and place as the Parties may mutually agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date”. The effective time of the Closing shall be 12:01 a.m., Pacific time, on the Closing Date.

Section 2.3. Consideration.

(a) Purchase Price. The purchase price for the Shares (the “Purchase Price”) shall be an amount equal to (i) $1,810,904.72 plus (ii) the amount of any Closing Date Cash.

(b) Payment of Purchase Price. Buyer shall pay, or cause to be paid, the following amounts:

(i) at the Closing, to the payees specified in the Payoff Letters, the amount of funds required to be paid pursuant to the Payoff Letters (the “Payoff Amount”), provided, that the Payoff Amount shall not exceed $836,104.72, by wire transfer of immediately available funds to the account or accounts designated in the Payoff Letters; and

(ii) at the Closing, to Seller, an amount equal to (A) the Purchase Price minus (B) the sum of (x) the total principal and interest outstanding under the Revolving Note and (y) the Payoff Amount.

The remainder of the Purchase Price shall be paid and satisfied by cancellation of the Revolving Note on the Closing Date.

Section 2.4. Required Withholdings. Notwithstanding the foregoing, the Buyer shall be entitled to deduct and withhold from any payment under this Agreement such Taxes as it is required to deduct or withhold with respect to the making of such payment or any other Tax withholding obligation with respect to the transactions contemplated by this Agreement. To the extent that amounts are so withheld or deducted, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLERS CONCERNING SELLERS

Except as set forth in the disclosure schedules accompanying ARTICLE 3 and ARTICLE 4 (the “Disclosure Schedules”), each Seller Party, severally but not jointly, hereby represents and warrants to Buyer as follows:

Section 3.1. Title to Shares. Seller is the sole record and beneficial owner of the Shares free and clear of all Liens (other than Permitted Liens). Seller has good and marketable title to the Shares and has the power and authority to sell, transfer, assign and deliver the Shares to Buyer upon the terms and subject to the conditions set forth in this Agreement.

Section 3.2. Power and Authority. Such Seller Party has all requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement to which such Seller Party is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller Party of this Agreement and each Ancillary Agreement to which such Seller Party is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Seller Party, and no other or further action or proceeding on the part of such Seller Party is necessary to authorize the execution and delivery by such Seller Party of this Agreement and the consummation by such Seller Party of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Seller Party and, assuming the due and valid authorization, execution and delivery of this Agreement by Buyer, constitutes a valid and binding obligation of such Seller Party, enforceable against it in accordance with its terms and conditions, subject to General Principles of Law, Equity and Public Policy.

Section 3.3. Consents and Approvals; No Violation.

(a) Except: (A) as set forth on Schedule 3.3(a); and (B) for any other notices, filings, authorizations, consents or approvals as may be required under applicable Law (all of the foregoing, the “Seller Required Governmental Approvals”), such Seller Party is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in connection with the execution, delivery and performance by such Seller Party of this Agreement or any of the Ancillary Agreements to which such Seller Party is a party or the consummation of the transactions contemplated hereby or thereby, other than such notices, filings, authorizations, consents or approvals that, if not given, made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Except as set forth on Schedule 3.3(b) and assuming the Seller Required Governmental Approvals are obtained or made, as the case may be, the execution, delivery and performance by such Seller Party of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, does not violate any Law or Order to which such Seller Party is subject, except for such violations as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.4. Litigation. There are no Actions, nor to the Knowledge of such Seller Party, is there any Action threatened against or affecting such Seller Party, at law or equity, or before any Governmental Authority, which could materially impair or delay such Seller Party’s performance under this Agreement or any of the Ancillary Agreements to which such Seller Party is a party or the consummation of the transactions contemplated hereby or thereby.

Section 3.5. Brokers’ Fees. Such Seller Party does not have any Liability to pay any fees or commissions to any broker, finder, investment banker or agent with respect to the transactions contemplated by this Agreement based upon any arrangement or agreement made by or on behalf of such Seller Party.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES CONCERNING THE COMPANY

Except as set forth in the Disclosure Schedules, Seller Parties, jointly and severally, hereby represent and warrant to Buyer as follows:

Section 4.1. Organization; Good Standing. Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing, and in good standing (where such concept is applicable) under the Laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries is duly licensed or qualified to conduct business and is in good standing (where such concept is applicable) under the Laws of each jurisdiction in which the character of the assets owned or leased, or the nature of the business conducted, by each of them requires such licensing or qualification, except where the failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.2. Capitalization.

(a) The authorized, issued and outstanding Equity Interests of the Company are set forth on Schedule 4.2(a). Except as set forth on Schedule 4.2(a), no other Equity Interests of the Company are authorized, issued or outstanding.

(b) All of the issued and outstanding Equity Interests of the Company are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding equity appreciation rights, profit participation or other similar rights with respect to Equity Interests of the Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interests of the Company.

(c) Except as set forth on Schedule 4.2(c): (i) the Company is not a party to any Contract relating to the voting of, or requiring the issuance or sale of, any Equity Interests of the Company; and (ii) there are no accrued and unpaid dividends with respect to any outstanding Equity Interests of the Company.

Section 4.3. Consents and Approvals; No Violation.

(a) Except: (i) as set forth on Schedule 4.3(a); and (ii) for any other notices, filings, authorizations, consents or approvals as may be required under applicable Law (all of the foregoing, the “Company Required Governmental Approvals”), none of the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in connection with the execution, delivery and performance by Seller Parties of this Agreement or any of the Ancillary Agreements to which Seller Parties are a party or the consummation of the transactions contemplated hereby or thereby, other than such notices, filings, authorizations, consents or approvals that, if not given, made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Except as set forth on Schedule 4.3(b) and assuming the Company Required Governmental Approvals are obtained or made, as the case may be, the execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which Seller Parties are a party, and the consummation of the transactions contemplated hereby and thereby, does not: (i) violate or conflict with any provision of the articles of incorporation or bylaws of the Company; (ii) violate any Law or Order to which the Company or any of its Subsidiaries is subject; (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or any of its Subsidiaries is a party; or (iv) trigger any “change of control” or other similar provisions contained in any Material Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii), (iii) or (iv) above, for such violations, conflicts, breaches, defaults or rights of acceleration, termination, modification or cancellation as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.4. Brokers’ Fees. None of the Company or any of its Subsidiaries has any Liability to pay any fees or commissions to any broker, finder, investment banker or agent with respect to the transactions contemplated by this Agreement based upon any arrangement or agreement made by or on behalf of the Company or any of its Subsidiaries.

Section 4.5. Subsidiaries; Assets.

(a) Schedule 4.5(a) sets forth: (i) the name of each Subsidiary of the Company; and (ii) the number and type of issued and outstanding Equity Interests of each Subsidiary of the Company. All of the issued and outstanding Equity Interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding equity appreciation rights, profit participation or other similar rights with respect to Equity Interests of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests of any Subsidiary of the Company. The Company does not, either directly or indirectly, own of record or beneficially any Equity Interests in any Person other than the Subsidiaries of the Company. All of the outstanding Equity Interests in each Subsidiary of the Company are owned of record by the Company or another Subsidiary of the Company, free and clear of all Liens (other than Permitted Liens and Liens in connection with this Agreement).

(b) The Company and its Subsidiaries have good and valid title to, or lease and have a valid leasehold interest in, all of the tangible assets reflected as being owned by or leased to them in the Financial Statements, free and clear of all Liens, except for: (i) assets disposed of after the Balance Sheet Date in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business; (ii) Permitted Liens; and (iii) Liens associated with Indebtedness which will be paid off at Closing.

Section 4.6. Real Property.

(a) Owned Real Property. None of the Company or any of its Subsidiaries owns any real property.

(b) Leased Real Property. Schedule 4.6(b) sets forth the address of each Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (the “Real Property Leases”). Except as set forth on Schedule 4.6(b), with respect to each of the Real Property Leases: (i) the Company (or the applicable Subsidiary of the Company) enjoys peaceful and undisturbed possession under such Real Property Leases; (ii) all rent payable under such Real Property Leases has been paid to date; and (iii) none of the Company or any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof.

Section 4.7. Financial Statements.

(a) True, correct and complete copies of the following financial statements have been delivered or made available to Buyer prior to the date hereof:

(i) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2017 and 2018 and the related consolidated statement of income and cash flows of the Company and its Subsidiaries for the years then ended (the “Annual Financial Statements”); and

(ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of July 31, 2019 (the “Balance Sheet Date”) and the related consolidated statement of income and cash flows of the Company and its Subsidiaries for the period then ended (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”).

(b) The Financial Statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries, taken as a whole, as of the dates thereof and for the periods covered thereby (with respect to the Interim Financial Statements, subject to normal year-end audit adjustments and any other adjustments expressly described therein).

Section 4.8. No Undisclosed Liabilities. Except that are not, individually or in the aggregate, material to the Company or the Business, the Company is not subject to and does not have any Liabilities, except for Liabilities (a) set forth on, or reserved against in, the Financial Statements, (b) incurred subsequent to the Balance Sheet Date in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, or (c) disclosed in this Agreement or the Disclosure Schedules hereto.

Section 4.9. Absence of Certain Changes. Except as contemplated or permitted by this Agreement or as set forth on Schedule 4.9, since the Balance Sheet Date: (a) the Company and its Subsidiaries have operated only in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business (except as to management of working capital, which will has been operated consistent with past practices), (b) there have not been any events, occurrences, changes, developments or circumstances that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (c) each of the Company and its Subsidiaries have maintained, in all material respects, existing relationships and goodwill with all material customers, material suppliers, creditors, lessors and employees, and (d) except as set forth in Schedule 4.9, neither the Company nor any of its Subsidiaries has:

(i) amended its respective articles of incorporation or bylaws or similar governing documents;

(ii) declared, set aside or paid any dividends (including non-cash dividends) in respect of its Equity Securities or made any distribution on its capital stock or to the holders of its capital stock, or purchased, redeemed or otherwise acquired or retired for value any capital stock or made or agreed to make any distribution or payments of any kind to any holders of its capital stock or other Equity Interests;

(iii) authorized for issuance, issued, granted, sold, delivered or agreed or committed to issue, grant, sell or deliver, any Equity Interests in the Company or any of its Subsidiaries, any security convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any Equity Interests in the Company or any of its Subsidiaries, or any rights, warrants, subscriptions or options to acquire, or other agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue any Equity Interests in the Company or any of its Subsidiaries;

(iv) sold, leased, transferred, mortgaged, abandoned, licensed, assigned, pledged, granted a Lien (except for any Permitted Liens) on or otherwise disposed of or encumbered (except for any Permitted Liens) any of its properties or assets other than sales of products in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business;

(v) incurred or committed to any capital expenditures, obligations or Liabilities other than in the Ordinary Course or, without duplication, made any Contract for any material capital expenditure which is payable after the Closing;

(vi) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Indebtedness other than borrowings under its existing revolving credit facility, or made any loan or advance to, or any investment in, any Person or canceled any material debt or waived any material claim or right other than in the Ordinary Course;

(vii) delayed or postponed any material capital expenditure;

(viii) entered into any settlement, conciliation or similar agreement with any Governmental Authority;

(ix) acquired by merging or consolidating with, or acquired by purchasing a portion of the Equity Interests or assets of, any business or Person;

(x) changed its auditor or changed its practices, principles or methods of accounting in effect as of the Balance Sheet Date except as required by changes in GAAP, including, the acceleration of receivables or delay of payables, except as may be concurred to by its independent accountants or required by changes in GAAP;

(xi) made or changed any Tax election, amended any Tax Return, or adopted or changed any of its methods of accounting with respect to Taxes, or changed an annual Tax accounting period, entered into any closing agreement with respect to Taxes, settled any Tax claim assessment or deficiency, surrendered any right to claim a refund of Taxes, or consented or agreed to any extension or waiver of the limitation period with respect to a Tax claim, assessment or deficiency, or took any other action regarding Taxes outside the Ordinary Course;

(xii) settled or compromised, or agreed to settle or compromise, any Action, whether new, pending, brought or threatened;

(xiii) entered into, amended, modified or renewed any Contract regarding employment, consulting, severance or similar arrangements with any of its key employees, officers or directors;

(xiv) granted any salary, wage, bonus or other increase in compensation (nor granted any severance or termination pay) to any director, officer, key employee or independent contractor outside the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, increased any employee benefit or adopted, amended, terminated or made any other change to any Company Employee Benefit Plan except as may be required by Law or pursuant to this Agreement;

(xv) entered into any transaction or arrangement with, or for the benefit of, any Affiliate or any of directors, former directors, officers or stockholders of any Affiliate;

(xvi) amended, modified, extended, renewed or terminated any Lease, or entered into any new lease, sublease, license or other agreement for the use or occupancy of any real property;

(xvii) materially amended or modified or terminated any Material Contract or otherwise committed to enter into any Contract which would have been a Material Contract had the Company or any Subsidiary been a party to such Contract on the date hereof;

(xviii) entered into any collective bargaining agreement, other agreement with any labor union or other comparable labor relationship;

(xix) implemented or announced any group layoffs or terminated any key employee;

(xx) entered into any new line of business;

(xxi) made or agreed to make any forward purchase commitments in excess of the requirements of the business of the Company or any Subsidiary for normal operating inventories of quality and quantity consistent with past practices, or at prices higher than current market prices;

(xxii) cancelled or terminated any of its insurance policies or permitted any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage substantially equal to or greater than the coverage under such canceled, terminated or lapsed insurance policies are in full force and effect; or

(xxiii) committed in writing to do any of the foregoing.

Section 4.10. Compliance with Law; Permits.

(a) Except: (i) with respect to the environmental matters addressed in Section 4.11, Tax matters addressed in Section 4.12, Intellectual Property matters addressed in Section 4.13, labor matters addressed in Section 4.15 and employee benefit matters addressed in Section 4.16; (ii) as set forth on Schedule 4.10(a), and (iii) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries are, and have at all times during the previous three (3) years have been, in compliance with all applicable Laws and Orders. Except as set forth on Schedule 4.10(a), no Action alleging any failure to comply with any applicable Law or Order is pending or, to the Knowledge of Seller Parties, currently threatened in writing against the Company or any of its Subsidiaries.

(b) Except as set forth on Schedule 4.10(b): (i) the Company and its Subsidiaries hold all Permits required in connection with the conduct of the Business as currently conducted, except for such Permits as to which the failure to hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) to the Knowledge of Seller Parties, each such Permit is in full force and effect; and (iii) the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.11. Environmental Matters. Except as set forth on Schedule 4.11 or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) to the Knowledge of Seller Parties, the Company and its Subsidiaries are in compliance with all Environmental Laws;

(b) none of the Company or any of its Subsidiaries has received any written notice from any Governmental Authority or any other Person alleging that the Company or any of its Subsidiaries is not in compliance with any Environmental Law; and

(c) to the Knowledge of Seller Parties, the Leased Real Property and the existing uses and activities thereon, including the use, maintenance and operation of the Business as currently conducted, comply with all Environmental Laws.

Section 4.12. Tax Matters.

(a) All material Tax Returns required to have been filed by or in respect of the Company or any of its Subsidiaries (as any deadlines for filing may have been extended by duly filed applications for extension) have been timely filed. All such Tax Returns were true, correct and complete in all material respects, were prepared in substantial compliance with all applicable Laws and regulations and disclose all Taxes required to be paid for the periods covered thereby, except where such omissions or deficiencies in such Tax Returns would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Taxes reported on such Tax Returns as due and owing by the Company or any of its Subsidiaries have been paid, except where such failure to pay the Taxes would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. The Company and its Subsidiaries have timely withheld and paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party, and all Forms W-2 and 1099 and other applicable forms required with respect thereto have been properly completed and timely filed, except where such nonpayments, omissions or deficiencies would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) There is no Tax audit or administrative or judicial Tax proceeding pending with respect to the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has received from any Governmental Authority any written notice indicating an intent to investigate or open an audit or other review of any Tax or Tax Return of the Company or any of its Subsidiaries.

(c) None of the Company or any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No written claim has been made by a jurisdiction in which the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be required to file Tax Returns or pay Taxes in such jurisdiction.

(d) None of the Company or any of its Subsidiaries: (i) has been a member of an Affiliated Group filing a consolidated federal Tax Return (other than a group the common parent of which was the Company); or (ii) to the Knowledge of Seller Parties, has any actual or potential liability for the Taxes of any other Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign Law).

(e) None of the Company or any of its Subsidiaries is a party to any agreement, contract, arrangement, or plan that has resulted, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code in connection with the transactions contemplated by this Agreement.

Section 4.13. Intellectual Property.

(a) The Company and its Subsidiaries, collectively, own or possess, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to all Owned Intellectual Property. The Company and its Subsidiaries, collectively, have the right to use all Licensed Intellectual Property pursuant to the Licenses set forth on Schedule 4.13(a) in the manner necessary to conduct the Business as it is currently conducted. Owned Intellectual Property and Licensed Intellectual Property include all of the Intellectual Property that is owned by or licensed to the Company or any of its Subsidiaries and that is necessary to conduct the Business as currently conducted. Except as set forth on Schedule 4.13(a), the transactions contemplated by this Agreement will not impair the right, title or interest of the Company and its Subsidiaries in or to any of the Owned Intellectual Property or Licensed Intellectual Property, and each item of Owned Intellectual Property and Licensed Intellectual Property that is necessary to conduct the Business as currently conducted, will continue to be owned by or available for use by the Company or any of its Subsidiaries immediately after the Closing.

(b) Except as set forth on Schedule 4.13(b): (i) to the Knowledge of Seller Parties, the operation of the Business as currently conducted by the Company and its Subsidiaries does not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property of any Person; (ii) none of the Company or any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any offer or demand to license any Intellectual Property of any Person) and, to the Knowledge of Seller Parties, no such charge, complaint, claim demand or notice is currently threatened in writing; (iii) no claims challenging the validity, enforceability, ownership or use of any Owned Intellectual Property are pending or, to the Knowledge of Seller Parties, are currently threatened in writing; and (iv) to the Knowledge of Seller Parties, no Person has interfered with, infringed upon, misappropriated or otherwise conflicted with any Owned Intellectual Property.

(c) Schedule 4.13(c) identifies all of the following items of Owned Intellectual Property (identifying for each such item, the owner): (i) all patented or registered Intellectual Property, including all Internet domain registrations; (ii) all pending patent applications or other applications for registration of Intellectual Property; and (iii) all trade names or corporate names and all material unregistered trademarks and service marks. None of the Owned Intellectual Property is subject to any outstanding consent, settlement, decree, order, injunction or ruling restricting the use or ownership thereof.

(d) During the twelve (12) months immediately preceding the date of this Agreement, there has not been any material failure that has not been remedied with respect to any software, hardware, network or other computer systems owned, licensed or leased by the Company or any of its Subsidiaries that is material to and necessary for the operation of the Business as currently conducted.

Section 4.14. Contracts.

(a) Schedule 4.14(a) lists the following Contracts to which the Company or any of its Subsidiaries is a party (each, a “Material Contract”):

(i) any Contract relating to the lease of personal property to or from any Person that involved rental payment obligations in excess of $50,000 during the years ended December 31, 2017 or 2018;

(ii) any Real Property Lease;

(iii) any Contract to purchase or sell real property;

(iv) except for (A) purchase orders of the Company or its Subsidiaries issued or received in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business for the purchase or sale of supplies, products or goods and (B) Contracts with customers, suppliers or partners entered in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, any Contract for the purchase or sale of supplies, products, or goods, or for the furnishing or receipt of services, in each case that involved payment obligations in excess of $100,000 during any twelve (12)-month period;

(v) any Contract that involves any partnership, strategic alliance, joint venture or sharing of profits by the Company or any of its Subsidiaries with any other Person;

(vi) any Contract under which the Company or its Subsidiaries has made, or that obligations the Company or its Subsidiaries to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business;

(vii) any Contract relating to Indebtedness;

(viii) any (A) License, (B) Contract pursuant to which the Company or any of its Subsidiaries is obligated to pay royalties to any other Person with respect to any Intellectual Property or (C) any restrictions or other limitations on the Company’s or any of its Subsidiaries’ rights with respect to, or use or disclosure of, any Owned Intellectual Property;

(ix) any collective bargaining agreement or other agreement with any union or similar employee representative;

(x) any Contract for the employment or engagement of any individual on a full-time, part-time or consulting basis, other than any such Contract that is terminable “at will” or that can be terminated without penalty, liability or premium upon notice of ninety (90) days or less;

(xi) any powers of attorney or similar grants of agency executed by the Company or any of its Subsidiaries;

(xii) any Contract with any Governmental Authority not made in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business; and

(xiii) any Contract obligating the Company or any of its Subsidiaries: (A) to refrain from competing with any business, (B) to refrain from conducting business in any particular jurisdiction, (C) to refrain from conducting any business with certain parties, or (D) to provide “most favored nations” terms for the benefit of any other Person.

(b) The Company has delivered or made available to Buyer a true, correct and complete copy of each Material Contract. Except as set forth on Schedule 4.14(b), with respect to each such Material Contract: (i) such Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company that is a party thereto, enforceable in accordance with its terms and conditions, subject to General Principles of Law, Equity and Public Policy; (ii) none of the Company or any of its Subsidiaries is in breach or default in any material respect under such Material Contract; and (iii) to the Knowledge of Seller Parties, no event has occurred or circumstance exists which, with notice or lapse of time or both, would constitute such a breach or default, or permit termination, modification, or acceleration, under such Material Contract.

Section 4.15. Labor Matters.

(a) For the Company and its Subsidiaries: (i) there is no collective bargaining agreement or relationship; (ii) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Seller Parties, currently threatened in writing before the National Labor Relations Board or any other Governmental Authority; (iii) there is not currently any labor strike, lockout, work stoppage or other material labor dispute or formal complaint and, to the Knowledge of Seller Parties, no such dispute or complaint is currently threatened in writing; (iv) to the Knowledge of Seller Parties, no union organization campaign is in progress with respect to any employees of the Company and its Subsidiaries; and (v) the Company and its Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, and occupational safety and health, except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The Company and its Subsidiaries have properly classified all Business Employees and Business Consultants as either employees or independent contractors and as exempt or non-exempt for all purposes and have made all appropriate filings in connection with services provided by, and compensation paid to, such Business Employees and Business Consultants.

Section 4.16. Employee Benefits Plans.

(a) Schedule 4.16(a) sets forth a complete and correct list of each Employee Benefit Plan. With respect to each Employee Benefit Plan, the Company has provided or made available to Buyer true, correct and complete copies of such Employee Benefit Plan, including all amendments thereto, and in the case of an unwritten Employee Plan, a written description thereof.

(b) Except as set forth on Schedule 4.16(b) and except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Employee Benefit Plan has been maintained, funded and administered in compliance with the terms of such Employee Benefit Plan, the applicable requirements of the Code and ERISA and any other applicable Laws. Except as set forth on Schedule 4.16(b), each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service, or, if not so qualified, each such Employee Benefit Plan may still be amended within the remedial amendment period applicable to such Employee Benefit Plan to cure any qualification defect, and no event has occurred or condition exists that could materially adversely affect the qualification of such Employee Benefit Plan.

(c) With respect to each Employee Benefit Plan, all payments, premiums, contributions, and reimbursements for all periods ending prior to or as of the Closing Date have been made. There are no Actions (other than routine claims for benefits in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business) pending or, to the Knowledge of Seller Parties, currently threatened in writing with respect to any Employee Benefit Plan, other than any such Actions that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) None of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates maintains, sponsors, contributes to, has any obligation to contribute to, or has any Liability under or with respect to a “defined benefit plan,” as defined in Section 3(35) of ERISA, a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, or a “multiemployer plan,” as defined in Section 3(37) of ERISA. No other trade or business is treated, together with the Company, any of its Subsidiaries or any of their respective ERISA Affiliates, as a single employer under Section 414 of the Code or Section 4001 of ERISA and none of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has incurred any Liability to or with respect to an Employee Benefit Plan (other than with respect to contributions not yet due) or to the Pension Benefit Guaranty Corporation (other than for the payment of premiums not yet due). None of the Company, any of its Affiliates or any of their respective ERISA Affiliates has incurred or is contingently liable for any withdrawal liability to any “multiemployer plan” under Section 4021 of ERISA.

(e) Except as set forth on Schedule 4.16(e), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) entitle any Person to any payment, forgiveness of Indebtedness, vesting, distribution, or increase in benefits or compensation under or with respect to any Employee Benefit Plan; (ii) result in any acceleration (of vesting or payment of benefits or compensation or otherwise) under or with respect to any Employee Benefit Plan; or (iii) trigger any obligation to fund any Employee Benefit Plan.

Section 4.17. Affiliate Transactions. Except: (a) for employment-related and equity-related arrangements, the payment of compensation and benefits in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, and travel advances and employee loans in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business; and (b) as set forth on Schedule 4.17, neither any officer or director of the Company or any of its Subsidiaries nor any Seller Party nor, to the Knowledge of Seller Parties, any immediate family member of any officer or director of the Company or any of its Subsidiaries, is a party to any Contract or ongoing transaction or business relationship with, or has any material interest in any material property used by, the Company or any of its Subsidiaries.

Section 4.18. Litigation. Except as set forth on Schedule 4.18 and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no Action pending or, to the Knowledge of Seller Parties, currently threatened in writing against the Company or any of its Subsidiaries. Except as set forth on Schedule 4.18, none of the Company or any of its Subsidiaries is subject to any (a) outstanding Order that relates specifically to the Company or any of its Subsidiaries or (b) unsatisfied judgment, penalty or award, in each case against, relating to or affecting the Business.

Section 4.19. Insurance. Schedule 4.19 sets forth a true, complete and correct summary of all policies of insurance for the Company and its Subsidiaries with respect to its properties, assets, businesses, operations and employees. With respect to each such insurance policy listed on Schedule 4.19: (a) the policy is in full force and effect; and (b) none of the Company or any of its Subsidiaries in material breach or default (including with respect to the payment of premiums) thereunder.

Section 4.20. Accounts Receivable; Accounts Payable.

Except as set forth on Schedule 4.20:

(a) The accounts receivable reflected on the Interim Financial Statements (i) are collectible in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business (net of contractual allowances and bad debt reserves established in accordance with prior practice), (ii) represent legal, valid and binding obligations for services actually performed by the Company and its Subsidiaries, enforceable in accordance with their terms, and (iii) have arisen only from bone fide sales transactions in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business and are payable on ordinary trade terms. There are no contests, claims, counterclaims, rights of set off or other defenses with respect to such accounts receivable.

(b) The accounts payable of the Company and its Subsidiaries (i) have not been outstanding for more than ninety (90) days, (ii) represent obligations of the Company and its Subsidiaries for products or services actually received, and (iii) have arisen only from bone fide purchases in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business and are payable on ordinary trade terms.

Section 4.21. Export Compliance. The Company and its Subsidiaries are in compliance with applicable provisions of U.S. export Laws and the export Laws of the other countries where it conducts business, except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries have received any written notices of noncompliance, complaints or warnings with respect to its compliance with export Laws.

Section 4.22. Bank Accounts. Schedule 4.22 lists all bank accounts, safety deposit boxes and lock boxes (designating each authorized signatory with respect thereto) of the Company and its Subsidiaries.

Section 4.23. No Other Representations and Warranties.

(a) Except for the representations and warranties contained in Article 3 and this Article 4 (including the Disclosure Schedules), none of Seller Parties, the Company, any of its Subsidiaries, any of their respective directors, officers, employees, stockholders, agents, Affiliates or representatives, or any other Person, has made or shall be deemed to have made any representation or warranty to Buyer, express or implied, at law or in equity, with respect to any Seller Party, the Company or its Subsidiaries or the execution and delivery of this Agreement or the transactions contemplated hereby, including as to the accuracy or completeness of any information, documents or materials regarding the Company or any of its Subsidiaries furnished or made available to Buyer and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement (“Evaluation Material”). Seller Parties hereby disclaim any such representations or warranties, and Buyer hereby disclaims any reliance upon any such representations, warranties or Evaluation Material and acknowledges and agrees that none of Seller Parties, the Company, any of its Subsidiaries, any of their respective directors, officers, employees, stockholders, agents, Affiliates or representatives, or any other Person, shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer of, or Buyer’s use or reliance on, any such Evaluation Material. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECTION 4.23 IS NOT INTENDED TO, AND IT SHALL NOT IMPEDE, IMPAIR, HINDER OR AFFECT IN ANY RESPECT ANY CLAIM BASED ON FRAUD, FRAUD IN THE INDUCEMENT OR INTENTIONAL MISREPRESENTATION.

(b) Buyer acknowledges that the Seller Parties are not making any representations or warranties with respect to (i) any forecasts, projections, estimates or budgets delivered or made available to Buyer or any of its directors, officers, employees, advisors, agents or other representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the Business, or (ii) any other information or documents made available to Buyer or any of its directors, officers, employees, advisors, agents or other representatives with respect to the Company or the Business, except as expressly set forth in as set forth in Article 3 and Article 4 above. BUYER AGREES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN IN Article 3 and ARTICLE 4 ABOVE ARE IN LIEU OF, AND BUYER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATUTE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller Parties as follows:

Section 5.1. Organization. Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Buyer possesses the requisite power and authority to own, lease and operate its properties and to carry on its business as conducted by Buyer as of the date of this Agreement. Buyer is duly licensed or qualified to conduct business and is in good standing under the Laws of each jurisdiction in which the character of the assets owned or leased, or the nature of the business conducted, by it requires such licensing or qualification.

Section 5.2. Power and Authority. Buyer has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of Buyer, and no other or further action or proceeding on the part of Buyer or its equity holders is necessary to authorize the execution and delivery by Buyer of this Agreement or any of the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due and valid authorization, execution and delivery of this Agreement by Seller Parties, constitutes a valid and binding obligation of Buyer, enforceable against it in accordance with its terms and conditions, subject to General Principles of Law, Equity and Public Policy.

Section 5.3. Consents and Approvals; No Violation.

(a) Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or other Person in connection with the execution, delivery and performance by Buyer of this Agreement or any of the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby.

(b) The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, does not: (i) violate or conflict with any provision of the organizational or governing documents of Buyer; (ii) violate any Law or Order to which Buyer is subject; or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Contract to which Buyer is a party.

Section 5.4. Brokers’ Fees. Buyer does not have any Liability to pay any fees or commissions to any broker, finder, investment banker or agent with respect to the transactions contemplated by this Agreement based upon any arrangement or agreement made by or on behalf of Buyer.

Section 5.5. Litigation. There is no Action, hearing or investigation pending or, to Buyer’s knowledge, currently threatened against Buyer or any of its properties or assets that challenges, or will have the effect of preventing, delaying, making illegal, or otherwise interfering with, the execution of this Agreement or the consummation of the transactions contemplated hereby. Buyer is not subject to any outstanding Order.

ARTICLE 6

PRE-CLOSING COVENANTS

Section 6.1. Conduct of the Business.

(a) During the period from the date of this Agreement to the earlier of the Closing and the date this Agreement is terminated in accordance with Section 12.1 (the “Interim Period”), except as would not, individually or in the aggregate, have a Material Adverse Effect, as contemplated or permitted under this Agreement, as required by Law, with the written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), or as set forth on Schedule 6.1(a), Seller Parties shall cause the Company and its Subsidiaries to use commercially reasonable efforts to conduct the Business only in the Ordinary Course.

(b) During the Interim Period, except as would not, individually or in the aggregate, have a Material Adverse Effect, as contemplated or permitted under this Agreement, as required by Law, with the written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), or as set forth on Schedule 6.1(b), Seller Parties shall cause the Company and its Subsidiaries not to:

(i) other than in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, sell, lease, license or otherwise transfer any tangible assets that are material, individually or in the aggregate, to the Business;

(ii) make any material changes in management personnel or increase the compensation level of any management employee, officer or director, except as required by any existing Contract or Employee Benefit Plan and except for normal changes or increases in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business;

(iii) other than in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, enter into any new capital spending commitments in excess of $50,000 in consideration in the aggregate;

(iv) terminate or cancel any of the insurance policies set forth on Schedule 4.19, unless simultaneously with such termination or cancellation, a replacement policy providing coverage at least equal to the coverage under the terminated or canceled insurance policy for a substantially similar premium is in full force and effect;

(v) except as required (A) to comply with applicable Law, (B) to maintain qualification under Section 401(a) of the Code, or (C) under the provisions of any Employee Benefit Plan, adopt, amend, modify, terminate, or make any contributions to any Employee Benefit Plan;

(vi) amend its articles of incorporation, bylaws or other governing documents in a manner that could reasonably be expected to have an adverse effect on Buyer or the transactions contemplated by this Agreement;

(vii) incur any Indebtedness or guarantee any Indebtedness, except for borrowings incurred in the Ordinary Course;

(viii) repurchase or redeem any of the Shares or any Equity Interests of any Subsidiary of the Company;

(ix) issue, sell or grant any additional Equity Interests;

(x) other than the acquisition of inventory in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, acquire, or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof;

(xi) enter into any material transaction with any Affiliate not dealing at arm’s length with the Company or any of its Subsidiaries; or

(xii) enter into a Contract, or otherwise agree or commit, to take any of the foregoing actions.

Section 6.2. Appropriate Actions.

(a) General. Each of the Parties shall use commercially reasonable efforts to take all action necessary to consummate the transactions contemplated by this Agreement as soon as possible after the execution of this Agreement, including taking all actions necessary to comply promptly with all applicable Laws that may be imposed on it or any of its Affiliates with respect to the Closing.

(b) Third Parties and Governmental Authorities Notice and Consent. Each of the Parties shall use commercially reasonable efforts to obtain, as soon as possible after the execution of this Agreement, any and all consents, approvals and authorizations of Governmental Authorities or other Persons required in order to consummate the transactions contemplated by this Agreement, and each Party shall cooperate with the other Parties to this Agreement in obtaining all such consents, approvals and authorizations; provided, however, that Seller Parties shall not be required to expend any funds to obtain any consents, approvals or authorizations of Governmental Authorities or other Persons.

(c) Notice of Adverse Developments. During the Interim Period, Buyer, on one hand, and Seller Parties, on the other hand, shall give prompt notice to the other of the discovery by such Party of: (i) any material inaccuracy in any representation or warranty of the other Party or Parties of which they become aware; (ii) any material failure by the other Party or Parties to comply with any of such Party’s or Parties’ covenants contained in this Agreement; or (iii) the occurrence of any event or the existence of any circumstances that would make satisfaction of any of the conditions set forth in ARTICLE 8 impossible or unlikely.

(d) Further Assurances. If any further action is necessary or desirable to carry out the purposes of this Agreement, each Party, upon request of the other Party and from time to time, will take such further action (including the execution and delivery of such further instruments and documents) as the other Party reasonably may request and deem necessary or desirable to consummate the transactions contemplated by this Agreement, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor pursuant to ARTICLE 10).

Section 6.3. Confidentiality. During the Interim Period, Seller Parties shall not, and shall cause their respective Affiliates not to, at any time, disclose to any Person other than Buyer any confidential information or Intellectual Property Rights owned, possessed, licensed or used by or relating to the Company or the Business of the Company, whether or not such information is embodied in writing or other physical form. At Closing, Seller Parties shall promptly deliver to Buyer all documents and other materials containing all confidential information relating to the Business, to the extent it is in physical form (including, without limitation, electronic form), including but not limited to writings, designs, documents, records, memoranda, photographs, sound recordings, electronic and computer files, tapes and disks containing software, computer source code listings, routines, file layouts, record layouts, system design information, models, manuals, documentation, notes and any material concerning costs, uses, methods, designs, applications, purchasers of or experience with products made or sold by the Company or any secret or confidential product, apparatus or process manufactured, used, developed, acquired or investigated by the Company.

Section 6.4. Due Diligence Access. During the Interim Period, upon reasonable advance notice from Buyer and at the sole cost and expense of Buyer, Seller Parties shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries.

Section 6.5. Regulatory Matters. Each of the Parties shall promptly execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any Governmental Authority that may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement.

Section 6.6. Contact with Business Relations. During the Interim Period, Buyer and its representatives shall contact and communicate with the employees, customers, suppliers, distributors, lessees, lessors, licensees, licensors and other material business relations of the Company and its Subsidiaries in connection with the transactions contemplated hereby only after prior consultation with, and prior written approval of, the Seller Parties.

ARTICLE 7

CLOSING DELIVERABLES

Section 7.1. Closing Deliverables of Seller Parties. At the Closing, Seller Parties shall deliver, or cause to be delivered, to Buyer or any other Person designated by Buyer (unless the delivery is waived in writing by Buyer), the following documents, in each case duly executed or otherwise in proper form:

(a) The consents of Governmental Authorities set forth on Schedule 7.1(a);

(b) A non-foreign affidavit of Seller, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;

(c) The Payoff Letters with respect to the Indebtedness of each Company identified on Schedule 7.1(c) (each, a “Payoff Letter” and collectively, the “Payoff Letters”) executed by the applicable lenders thereof;

(d) The consent of the landlord to the transactions contemplated hereby under the Industrial Net Lease dated September 30, 2015 between Superline, Inc., as landlord, and the Company, as tenant, for 2702 Media Center Dr., Suite 101, Los Angeles, CA 90065, in form and substance reasonably satisfactory to Buyer;

(e) A certificate signed by an officer of the Company, dated as of the Closing Date, certifying (i) the Company’s and its Subsidiaries’ organizational and governing documents; and (ii) resolutions of the equity holders of the Company approving this Agreement and the transactions contemplated hereby;

(f) A good standing certificate with respect to the Company and its Subsidiaries issued by the Secretary of State of California, dated as of a date not more than ten (10) Business Day prior to the Closing Date;

(g) Resignations, effective as of the Closing, from each director, officer or similar position with the Company or any of its Subsidiaries as requested by Buyer; and

(h) The Employments Agreements, duly executed by each of the Seller Parties.

Section 7.2. Closing Deliverables of Buyer. At the Closing, Buyer shall deliver the Payoff Amount as provided in Section 2.3(b), and shall deliver, or cause to be delivered, to the Seller Parties or any other Person designated by the Seller Parties (unless the delivery is waived in writing by the Seller Parties), the following documents, in each case duly executed or otherwise in proper form:

(a) The Revolving Note marked cancelled;

(b) A certificate signed by an officer of the Company, dated as of the Closing Date, certifying resolutions of Buyer authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby;

(c) A good standing certificate with respect to the Buyer issued by the Secretary of State of Nevada, dated as of a date not more than ten (10) Business Day prior to the Closing Date; and

(d) The Employment Agreements, duly executed by Buyer.

ARTICLE 8

CONDITIONS TO CLOSING

Section 8.1. Conditions to Obligations of Each Party. The respective obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing of the condition that there shall not be in effect on the Closing Date any Order restraining, enjoining or otherwise making illegal the consummation of any of the transactions contemplated by this Agreement.

Section 8.2. Additional Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following additional conditions:

(a) Sellers Parties’ Representations and Warranties. (i) Each of the representations and warranties made by Seller Parties set forth in ARTICLE 3 and ARTICLE 4 (other than those representations and warranties that address matters as of any particular date) shall be true and correct as of the Closing Date as though then made (without giving effect to any materiality, Material Adverse Effect, or similar qualification in the representations and warranties), and (ii) the representations and warranties of Seller Parties set forth in ARTICLE 3 and ARTICLE 4 that address matters as of any particular date shall be true and correct as of such date (without regard to any materiality, Material Adverse Effect, or similar qualification in the representation and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct would not, in the aggregate, have a Material Adverse Effect.

(b) Performance by Seller Parties. Seller Parties shall have performed and complied in all material respects with all of their covenants, obligations and agreements required by this Agreement to be performed or complied with by them prior to or as of the Closing.

(c) Bring-Down Certificate. Buyer shall have received a certificate dated as of the Closing Date and executed by an executive officer of the Company certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied.

(d) Closing Deliveries. The items to be delivered by the Seller Parties pursuant to Section 7.1 shall have been delivered (or tendered subject only to Closing) to Buyer.

(e) Financing. Buyer shall have received at least One Million Five Hundred Thousand Dollars ($1,500,000.00) from the sale of its equity securities on the terms and conditions reasonably acceptable to Buyer.

If the Closing occurs, all closing conditions set forth in this Section 8.2 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer.

Section 8.3. Additional Conditions to Obligations of Seller Parties. The obligations of Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following additional conditions:

(a) Buyer’s Representations and Warranties. The representations and warranties of Buyer set forth in ARTICLE 5 shall be true and correct as of the Closing Date as though then made (without giving effect to any materiality or similar qualification in the representations and warranties), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to: (i) prevent or materially impede or delay the consummation by Buyer of the transactions contemplated by this Agreement; or (ii) have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party.

(b) Performance by Buyer. Buyer shall have performed and complied in all material respects with all of its covenants, obligations and agreements required by this Agreement to be performed or complied with by it prior to or as of the Closing.

(c) Bring-Down Certificate. Seller Parties shall have received a certificate dated as of the Closing Date and executed by an executive officer of Buyer certifying that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.

(d) Closing Deliveries. The items to be delivered by Buyer pursuant to Section 7.2 shall have been delivered (or tendered subject only to Closing) to the Seller Parties.

If the Closing occurs, all closing conditions set forth in this Section 8.3 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Seller Parties.

ARTICLE 9

GENERAL COVENANTS

Section 9.1. Books and Records; Access. From and after the Closing, the Company and its Subsidiaries shall be entitled to possession of all documents, books, records, agreements, and financial data of any sort relating to the Business and/or the Company and its Subsidiaries. Following the Closing, Buyer shall, and shall cause each of its Subsidiaries to, provide Seller Parties and their representatives with reasonable access to and/or copies of such books and records for any bona fide business or legal purpose during normal business hours and upon reasonable prior notice. Unless otherwise consented to in writing by the Seller Parties, Buyer shall not, and shall cause the Company and its Subsidiaries not to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company or any of its Subsidiaries (relating to the Business) for any period prior to the Closing Date without first giving reasonable prior written notice to Seller Parties and offering to surrender to Seller Parties such books and records or any portion thereof which Buyer or any of its Subsidiaries may intend to destroy, alter or dispose of.

Section 9.2. Public Announcements. None of the Parties or any of their respective Affiliates shall issue or cause the publication of any press release or other public or industry announcement, statement or acknowledgement (including in any trade journal or other publication) with respect to this Agreement, any Ancillary Agreement or any of the transactions contemplated hereby or thereby without the joint written approval of Buyer and Seller Parties.

Section 9.3. Non-Competition.

(a) For a period commencing on the Closing Date and ending on the three (3) year anniversary of the Closing Date, none of Seller Parties shall, and shall cause their respective Affiliates to not, directly or indirectly, without the consent of Buyer: (i) engage in, or assist others in engaging (whether through employment, consultation, advisory services, representation on a board of directors or other similar governing body or by any financial or other investment) in the Business; (ii) have a direct ownership interest in any Person that engages in the Business; or (iii) cause, induce or encourage any client, customer, supplier, licensee, licensor or distributor of the Business (including any existing client, customer, supplier, licensee, licensor or distributor of the Business and any Person that becomes a client, customer, supplier, licensee, licensor or distributor of the Business after the Closing) to terminate such relationship. Notwithstanding the foregoing, any Seller Party may own, directly or indirectly, up to five percent (5%) of any class of securities of any Person traded on any national securities exchange.

(b) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 9.3(a) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Section 9.3(a) will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

(c) The Parties agree that the remedy of damages at law for the breach of any of the covenants contained in this Section 9.3 is an inadequate remedy. In recognition of the irreparable harm that a violation by a Party of any of the covenants, agreements or obligations arising under this Section 9.3 would cause the other Party(ies), the Parties agree that in addition to any other remedies or relief afforded by law, the other Party(ies) shall be entitled to seek from a court of competent jurisdiction a preliminary and permanent injunction against an actual or threatened violation or violations of this Section 9.3 without showing actual monetary damages or posting of a bond or other security.

Section 9.4. Working Capital. For a period commencing on the Closing Date and ending on the thirty (30)-month anniversary of the Closing Date, Buyer hereby agrees to use commercially reasonable efforts to make periodic capital infusions in the Company having an aggregate amount of up to $3,250,000 (the “Capital Commitment”). In furtherance thereof, for the period commencing on the Closing Date and ending on the six (6)-month anniversary of the Closing Date, Buyer agrees to use commercially reasonable efforts to make capital contributions to the Company on the dates and in the amounts specified in Schedule 9.4. The Capital Commitment shall be used to pay down any outstanding Indebtedness of the Company, for working capital and other general corporate purposes which will be deployed in accordance with an annual budget determined good faith by the senior management of the Company designated by the Buyer.

Section 9.5. Employee Matters.

(a) At the Closing, Buyer shall make offers of employment to each of the employees listed on Schedule 9.5(a) (the “Key Employees”), providing for the compensation and equity incentive grants under Buyer’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan, the amount of such compensation and equity incentive grants to be in Buyer’s sole discretion.

(b) From and after the Closing and until Buyer transitions the Key Employees to Buyer’s payroll, Buyer shall maintain the Key Employees on the Company’s payroll, and shall timely process, or caused to be timely processed, through the Company’s payroll, all salary and related compensation owed to each Key Employee.

ARTICLE 10

INDEMNIFICATION

Section 10.1. Survival of Representations, Warranties and Covenants.

(a) General Survival. Subject to Section 10.1(b) and Section 10.1(c), the representations and warranties made by Seller Parties in this Agreement shall survive the Closing until the date that is twenty-four (24) months from the Closing Date.

(b) Specified Representations. The Specified Representations shall survive the Closing until the date that is the expiration of the applicable statute of limitations.

(d) Buyer Representations. The representations and warranties made by Buyer in this Agreement shall survive the Closing until the date that is twenty-four (24) months from the Closing Date.

(e) Survival of Covenants. All covenants and agreements of the Parties contained herein that by their terms contemplate performance in whole or in part after the Closing shall survive the Closing until fully performed or complied with.

Section 10.2. Indemnification by Seller Parties. From and after the Closing, Seller Parties shall indemnify, hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) against and in respect of any and all Losses incurred or suffered by any Buyer Indemnitee that result from or arise out of:

(a) any breach of, or inaccuracy in, any representation or warranty made by Seller Parties under ARTICLE 3 or ARTICLE 4 of this Agreement;

(b) any failure by the Company and/or the Seller Parties to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, in the case of the Seller Parties, following Closing;

(c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown;

(d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; and

(e) any fraud, fraud in the inducement or intentional misrepresentation by any Seller Parties, the Company or its Subsidiaries.

Section 10.3. Indemnification by Buyer. From and after the Closing, Buyer shall indemnify, hold harmless and defend Seller Parties and their respective Affiliates, officers, directors and agents (each, a “Seller Indemnitee” and, collectively, the “Seller Indemnitees”) against and in respect of any and all Losses incurred or suffered by any of such Seller Indemnitees that result from or arise out of:

(a) any breach of any representation or warranty made by Buyer under ARTICLE 5 of this Agreement;

(b) any failure by the Buyer to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Buyer at any time; and

(c) any personal guaranty or other similar arrangement made by Seller guaranteeing any obligation for Indebtedness or other Liability of the Company which has been disclosed in the Disclosure Schedules and/or on the Financial Statements.

Section 10.4. Limitations.

(a) The indemnification provided in Section 10.2 is subject to the following limitations:

(i) No demand for indemnification under Section 10.2 shall be made after the expiration of the applicable survival period set forth in Section 10.1 for the representation or warranty or covenant to which such demand relates; provided, however, that demands for indemnification made prior to the expiration of such applicable survival period shall survive until such claim for indemnification is finally adjudicated and resolved.

(ii) Seller Parties shall not have any obligation to indemnify the Buyer Indemnitees in respect of any Losses for which indemnification is claimed under Section 10.2(a) (other than with respect to Fundamental Representations and Specified Representations) unless and until the aggregate of such Losses exceeds $25,000 (the “Deductible”), at which point Seller Parties will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the Deductible.

(iii) The cumulative liability of Seller Parties for all Losses for which indemnification is claimed under Section 10.2(a) (other than with respect to Fundamental Representations and Specified Representations) hereunder shall not exceed the Purchase Price.

(iv) The amount of Losses that any Buyer Indemnitee shall be entitled to recover shall be calculated net of any Tax benefits actually realized or realizable by the Buyer Indemnitee on account of such Losses, and the Buyer Indemnitees shall use commercially reasonable efforts to actually realize all available Tax benefits. If any Buyer Indemnitee receives a Tax benefit not deemed realizable at the time the related Loss was indemnified by Seller Parties, the applicable Buyer Indemnitee shall promptly pay to the Seller the amount of such Tax benefit at such time or times as (and to the extent that) such Tax benefit is actually realized by such Buyer Indemnitee.

(v) The amount of Losses that any Buyer Indemnitee shall be entitled to recover shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually recovered or recoverable by the Buyer Indemnitee from any third party with respect to such Losses. Prior to pursuing a claim in respect of any Losses hereunder (other than submitting a claim notice in accordance with Section 10.5(a)), the Buyer Indemnitees shall use commercially reasonable efforts to seek full recovery under all insurance policies and Contracts covering any Loss to the same extent as they would if such Loss was not subject to indemnification hereunder. In the event that any insurance or other recovery is made by any Buyer Indemnitee with respect to any Loss for which such Buyer Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the insurance or other recovery shall be made promptly by such Buyer Indemnitee to the Seller Parties.

(b) Any indemnity payment made under this Agreement shall be treated by the Parties for Tax purposes as an adjustment to the Purchase Price.

Section 10.5. Procedures Relating to Indemnification.

(a) Direct Claims. If any Buyer Indemnitee or any Seller Indemnitee (hereinafter an “Indemnified Party”) shall claim to have suffered a Loss (other than with respect to any Third-Party Claim) for which indemnification is available under Section 10.2 or Section 10.3, as the case may be (for purposes of this Section 10.5, regardless of whether such Indemnified Party is entitled to receive a payment in respect of such claim by virtue of the provisions of Section 10.4 hereof), the Indemnified Party shall notify the party required to provide indemnification (hereinafter an “Indemnifying Party”) in writing of such claim. Such written notice shall describe the facts and circumstances giving rise to such Loss, the basis upon which indemnity is being sought, the amount or estimated amount of the Loss, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party), and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. Any dispute regarding the Indemnified Party’s entitlement to indemnification in connection with such claim shall be resolved by any legally available means consistent with the provisions of Section 13.8 herein or as otherwise agreed in writing between the Parties.

(b) Third-Party Claims.

(i) Any Indemnified Party seeking indemnification pursuant to this ARTICLE 10 in respect of any claim, demand or other Action asserted by any Person who is not a Party or an Affiliate thereof (a “Third-Party Claim”) shall give the Indemnifying Party from whom indemnification with respect to such Third-Party Claim is sought prompt written notice of such Third-Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is actually and materially prejudiced thereby. Such written notice shall describe the facts and circumstances giving rise to such Third-Party Claim, the basis upon which indemnity is being sought, the amount or estimated amount of the Losses relating to such Third-Party Claim, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such Losses reasonably estimated by the Indemnified Party), and the method of computation of such Losses, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which the Indemnified Party is entitled to indemnification hereunder.

(ii) The Indemnifying Party shall have the right to control the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by notifying the Indemnified Party in writing within thirty (30) days after receipt of notice of the Third-Party Claim from the Indemnified Party that the Indemnifying Party is assuming the defense against such Third-Party Claim. In the event that the Indemnifying Party does deliver notice as prescribed in this Section 10.5(b)(ii) and thereby properly elects to conduct the defense of the subject Third-Party Claim: (A) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request; and (B) the Indemnifying Party shall not be obligated to post a bond or provide other security required in connection with such Third-Party Claim. In the event the Indemnifying Party fails to give notice of its election to conduct the defense of a Third-Party Claim within the time and as prescribed in this Section 10.5(b)(ii) or otherwise may not assume the defense of the Third-Party Claim pursuant to this Section 10.5(b)(ii), then the Indemnified Party shall have the right to control such defense. The party controlling the defense of any Third-Party Claim shall deliver, or cause to be delivered, to the other parties copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third-Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the Third-Party Claim.

(iii) So long as the Indemnifying Party provides proper notice under Section 10.5(b)(ii): (A) the Indemnifying Party may conduct the defense of the Third-Party Claim in accordance with Section 10.5(b)(ii); (B) the Indemnified Party may retain separate co-counsel at its sole cost and expense (which, for the avoidance of doubt, shall include all legal fees and similar expenses incurred in the defense of such Third-Party Claim) and participate in the defense of the Third-Party Claim; provided, however, that the Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if: (I) so requested by the Indemnifying Party to participate or (II) in the reasonable written opinion of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further, however, that the Indemnifying Party shall not be required to pay for more than one (1) such counsel for all Indemnified Parties in connection with any Third-Party Claim; and (C) the Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim which: (1) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto; (2) would result in (a) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, or (b) a finding or admission of a violation of applicable Law by the Indemnified Party; or (3) imposes an injunction or other equitable relief upon the Indemnified Party.

(iv) Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the claimant in the applicable Third-Party Claim, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of this ARTICLE 10, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third-Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third-Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the amount of the settlement offer that the Indemnified Party declined to accept.

Section 10.6. Right of Subrogation. Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which such payment relates. Such Indemnified Party and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

Section 10.7. Mitigation. Following the Closing, each Indemnified Party shall take all commercially reasonable actions to mitigate all Losses incurred or reasonably expected to be incurred by it or any Indemnified Party that it controls (including costs to the minimum extent necessary to remedy the circumstances giving rise, or reasonably expected to give rise, to such Losses) upon becoming aware of any fact, event or circumstance that has resulted in, or would reasonably be expected to give rise to, any such Loss. The Indemnified Parties shall cooperate with each other with respect to resolving any claim or Liability underlying any Loss with respect to which an Indemnifying Party is obligated to indemnify any Person hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or Liability.

Section 10.8. Exclusive Remedy. Following the Closing, except with respect to claims arising from Fraud and except for equitable relief to which any Party may be entitled pursuant to this Agreement, the sole and exclusive remedy for any and all claims arising under, out of, or related to this Agreement or the sale and purchase of the Shares shall be the rights of indemnification set forth in this ARTICLE 10, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by Law.

ARTICLE 11

TAX MATTERS

Section 11.1. Tax Returns. The Seller Parties shall prepare or cause to be prepared (i) all Tax Returns for the Company (after taking into account all appropriate extensions) due on or prior to the Closing Date and (ii) IRS Form 1120S (and the similar form or forms for state and local income Tax purposes) of the Company for all Pre-Closing Tax Periods (“Seller Prepared Returns”). The Buyer and the Company shall cooperate with the Seller Parties in preparing the Seller Prepared Returns, including providing records and information which are reasonably relevant to such Seller Prepared Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided. The Seller Prepared Returns shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Tax Law or changes in facts. At least thirty (30) days prior to the due date thereof (taking into account any extensions thereof), Seller Parties shall provide the Buyer with drafts of any such Seller Prepared Returns that are Income Tax Returns for Buyer’s review and comment. With respect to any such Tax Returns that are not Income Tax Returns, at least fifteen (15) days prior to the due date thereof (taking into account any extensions thereof) Seller Parties will provide the Buyer with drafts of such Tax Returns for Buyer’s review and comment. Seller Parties shall timely file all such Seller Prepared Tax Returns. For avoidance of doubt, this Section 11.1 shall apply to any Tax Returns filed or issued with respect to any Pre-Closing Tax Period of the Company. The Buyer, at its sole cost and expense, shall cause the Company to prepare and timely file all Tax Returns (other than Seller Prepared Returns) of the Company due after the Closing Date or overdue as of the Closing Date (the “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates to a Pre-Closing Tax Period or a Straddle Period, such Tax Return shall be prepared on a basis consistent with the past practice of the Company, except as otherwise required by applicable Tax Law or changes in facts. At least thirty (30) days prior to the due date of any Buyer Prepared Return that is an Income Tax Return and shows an Indemnified Tax or that relates to a Pre-Closing Tax Period or Straddle Period, the Buyer shall provide a draft of such Tax Return to the Seller Parties for the Seller Parties’ review and comment. With respect to any Buyer Tax Return that is not an Income Tax Return and shows an Indemnified Tax or that relates to a Pre-Closing Tax Period or Straddle Period, at least fifteen (15) days prior to the due date of such Tax Return the Buyer shall provide a draft of such Tax Return to Seller Parties for the Seller Parties’ review and comment. The Buyer shall cause the Company to incorporate any reasonable comments made by the Seller Parties within five (5) days of receipt of such draft Buyer Prepared Return in the Buyer Prepared Return actually filed.

Section 11.2. Straddle Period. Taxes for any Tax period of the Company that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated between the portion of such Tax period ending at the close of the Closing Date and the remainder of such Tax period as follows: (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) ofthe Company for a Straddle Period shall be allocated based on the number of days during the portion of the Straddle Period ending with and including the Closing Date and number of days during the portion of the Straddle Period commencing on the day after the Closing Date, and (B) Taxes that are not Per Diem Taxes, including Income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Company for a Straddle Period shall be allocated based on an interim closing of the books as of the close of the Closing Date.

Section 11.3. Transfer Taxes. All sales and transfer Taxes, recording charges and similar Taxes, fees or charges imposed as a result of the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”), together with any interest, penalties or additions to such Transfer Taxes, shall be paid by the Seller. The Seller Parties and the Buyer shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable Tax Laws in connection with the payment of such Transfer Taxes, and shall cooperate in good faith to minimize, to the fullest extent possible under such Tax Laws, the amount of any such Transfer Taxes payable in connection therewith.

Section 11.4. Tax Indemnification. Subject to the limitations in ARTICLE X, the Seller shall indemnify the Buyer and its Affiliates from and against (i) all Losses resulting from the Company’s liability for Taxes for all Pre-Closing Tax Periods and the portion ending at the close of the Closing Date of any Straddle Period (determined for a Straddle Period in accordance with Section 11.2, (ii) all Transfer Taxes for which Seller is liable under the provisions of Section 11.3 hereof, and (iii) all Losses resulting from the Company’s liability for Taxes of another Person as a result of the Company’s status as a transferee or successor, or as a result of a contract or otherwise, where the status or relationship giving rise to such liability existed (even if the actual liability for Taxes did not) prior to Closing (collectively, “Indemnified Taxes”). For these purposes, Losses shall include any reasonable fees and expenses of legal counsel or other tax advisors incurred by the Buyer or the Company in controlling a proceeding by any Governmental Authority with respect to any Indemnified Taxes.

Section 11.5. Tax Refunds. Seller shall be entitled to any refunds received by the Company for Income Taxes paid by the Company for any Pre-Closing Tax Period, along with any interest paid by the relevant Governmental Authority, other than any such refunds that are attributable (i) to any Tax attribute of Buyer, (ii) to any Tax attribute arising in a Post-Closing Tax Period or in the portion following the Closing Date of any Straddle Period (as determined under the principles of Section 11.2 or (iii) any Taxes paid after Closing, to the extent that Seller did not fund the payment of such Taxes. The Buyer shall cause any such refunds (including interest as described above ) to which the Seller is entitled that are received by the Company or any Affiliate thereof after the Closing Date, whether by offset, credit, receipt of payment or otherwise, to be paid promptly to the Seller, net of any reasonable costs or expenses incurred by Buyer or the Company in connection with seeking or obtaining such refund and the amount of any Income Taxes of Buyer or any of its Affiliates attributable to such refund or interest. Any payment made pursuant to this Section 11.5 shall be treated by the Parties hereunder as an adjustment to the Purchase Price, except as may otherwise be required by applicable Law.

Section 11.6. Tax Proceedings. If a claim shall be made by any Governmental Authority in respect of the Company for a Pre-Closing Tax Period or Straddle Period, the Buyer shall promptly and in any event no more than ten (10) days following the Buyer’s receipt of such claim, give written notice to the Seller Parties of such claim. Buyer shall not be required to give notice of any claim of which the Company is aware as of the Closing Date. With respect to any Tax claim relating to a Pre-Closing Tax Period, the Seller Parties shall have the right to control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any accounting firm) at the Seller Parties’ expense; provided, that the Buyer shall control at its own expense all proceedings taken in connection with any Tax claim relating to the Company during a Straddle Period and in connection with any Tax claim relating to the Company for a Tax period beginning after the Closing Date. The Seller Parties shall promptly notify the Buyer if it decides to control the defense or settlement of any Tax claim for a Pre-Closing Tax Period which it is entitled to control pursuant to this Agreement. No Tax claim for a Pre-Closing Tax Period for which the Seller Parties are entitled to control the proceedings may be settled without the written consent of the Buyer, such consent not to be unreasonably withheld, conditioned or delayed. The Buyer, the Seller Parties, the Company and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax claim in accordance with this Section 11.6 and shall keep each other reasonably informed concerning the progress of proceedings related to Tax claims for Pre-Closing Tax Periods and Straddle Periods. Subject to the foregoing, in the case of a Tax claim for a Pre-Closing Tax Period for which the Seller Parties control the proceedings, (i) the Buyer may participate in such proceedings (including through its own counsel) at the Buyer’s expense, and (ii) in the case of a Tax claim for a Pre-Closing Tax Period for which the Buyer controls the proceedings, the Seller Parties may participate in such proceedings (including through its own counsel) at the Seller Parties’ expense. The Parties shall satisfy their indemnity obligations pursuant to Section 11.4 within ten (10) days after a final determination or settlement of the relevant Tax claim is made. To the extent that there is any inconsistency between Section 10.5(b) and this Section 11.6 as it relates to any matters relating to Taxes, the provisions of this Section 11.6 shall govern.

Section 11.7. Cooperation. The Buyer, the Company, the Seller Parties and their respective Affiliates shall cooperate fully, as and to the extent reasonably requested by the other Parties, in connection with the filing of Tax Returns pursuant to this ARTICLE XI, any audit, Action, litigation or other proceeding with respect to Taxes, and other Tax matters addressed by this ARTICLE XI. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information which are reasonably relevant to any such Tax matters and making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

ARTICLE 12

TERMINATION

Section 12.1. Termination of the Agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing as follows:

(a) by the mutual written agreement of Buyer and the Seller Parties;

(b) by the Seller Parties or Buyer, if the Closing does not occur within ninety (90) days following the execution of this Agreement (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 12.1(b) shall not be available to any Party that is in material breach of any of its covenants, obligations or agreements set forth in this Agreement;

(c) by the Seller Parties, if: (i) there exists a breach of any representation or warranty of Buyer contained in this Agreement such that the closing condition set forth in Section 8.3(a) would not be satisfied; or (ii) Buyer has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by it such that the closing condition set forth in Section 8.3(b) and, in the case of each of clauses (i) and (ii) above, such breach or failure to perform has not been waived in writing by the Seller Parties or cured by Buyer within thirty (30) days after receipt of written notice thereof or is incapable of being cured by Buyer by the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 12.1(c) shall not be available to the Seller Parties if Seller Parties are in material breach of any of their covenants, obligations or agreements set forth in this Agreement; or

(d) by Buyer, if: (i) there exists a breach of any representation or warranty of Seller Parties contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; or (ii) Seller Parties have breached or failed to perform any of their covenants or other agreements contained in this Agreement to be complied with by them such that the closing condition set forth in Section 8.2(b) would not be satisfied and, in the case of each of clauses (i) and (ii) above, such breach or failure to perform has not been waived in writing by Buyer or cured by Seller Parties within thirty (30) days after receipt of written notice thereof or is incapable of being cured by Seller Parties by the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 12.1(d) shall not be available to Buyer if Buyer is in material breach of any of its covenants, obligations or agreements set forth in this Agreement.

Section 12.2. Effect of Termination.

(a) In the event of a termination of this Agreement pursuant to Section 12.1 by Seller Parties or Buyer, this Agreement will become void and have no effect, and, except as set forth in Section 12.2(b), without any Liability or obligation (other than any outstanding obligations under the Revolving Note) on the part of Seller Parties or Buyer or any of their respective officers, directors, stockholders, managers or partners, and all rights and obligations of any Party hereto shall cease, except that nothing herein shall relieve any Party hereto of any Liability resulting from any willful breach of such Party’s representations, warranties, covenants or agreements contained in this Agreement prior to the time of such termination. Notwithstanding the foregoing, the provisions of Section 6.3, Section 9.2, this Section 12.2 and ARTICLE 13 shall survive any termination of this Agreement.

(b) In the event of a termination of this Agreement pursuant to Section 12.1(b) by Buyer as a result of Buyer’s failure to satisfy or waive the condition to Closing set forth in Section 8.2(e) on or prior to the Outside Date, then Buyer shall release the Company from the obligation to pay 33% of the total indebtedness outstanding under the Revolving Note as of the date of termination, and such portion of the Revolving Note shall be cancelled and deemed satisfied. Promptly upon such termination, Buyer shall execute and deliver to the Company a release and cancellation of such portion of the Revolving Note in form and substance reasonably satisfactory to the Company and shall revise the Schedule of Advances set forth in the Revolving Note to reflect the cancellation of such portion of the indebtedness.

ARTICLE 13

MISCELLANEOUS

Section 13.1. No Third‑Party Beneficiaries. Except as expressly provided herein, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

Section 13.2. Entire Agreement. This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 13.3. Succession and Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any purported assignment in violation of the provisions of this Agreement shall be null and void ab initio.

Section 13.4. Counterparts. This Agreement may be executed in any number of counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed an original, but all of which shall be considered one and the same agreement, and shall become effective when each Party has received counterparts signed by each of the other Parties, it being understood and agreed that delivery of a signed counterpart signature page to this Agreement by electronic mail in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute valid and sufficient delivery thereof.

Section 13.5. Headings; Interpretation. The title of and the section and paragraph headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of any of the terms or provisions of this Agreement. The term “this Agreement” means this Stock Purchase Agreement together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including the Schedules and Exhibits hereto, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require or permit. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. All references herein to “$” or dollars shall refer to United States dollars. All references to the Company and its Subsidiaries complying in “material” respects shall be determined by the compliance of the Company and its Subsidiaries in the aggregate and not with respect to any single entity alone. When reference is made to information that has been “made available,” “provided” or “delivered” to Buyer, that shall mean that such information was either contained in the Company’s electronic data room maintained on Google Drive in the Radiant Images-Due Diligence Folder or delivered to Buyer, in each case prior to the Closing.

Section 13.6. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed to have been duly given and effective: (a) on the date of transmission, if such notice or communication is sent via electronic mail and receipt is confirmed, at the email address specified in this Section 13.6, prior to 5:00 p.m., Pacific Time, on a Business Day; (b) on the first (1st) Business Day after the date of transmission, if such notice or communication is sent via electronic mail at the email address specified in this Section 13.6 (i) at or after 5:00 p.m., Pacific Time, on a Business Day or (ii) on a day that is not a Business Day; (c) when received, if sent by nationally recognized overnight courier service; or (d) upon actual receipt by the Party to whom such notice is required or permitted to be given. The address for such notices and communications (unless changed by the applicable Party by like notice) shall be as follows:

If to Seller Parties:

Radiant Images Inc.

2702 Media Center Drive

Los Angeles, CA 90065

Attention: Gianna Wolfe

Telephone: (323) 737-1314

Email: gianna@radiantimages.com

with a copy (which shall not constitute notice) to:

Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP

11400 W. Olympic Blvd., 9^th Floor

Los Angles, California 90064

Attention: Michael Wolf

Telephone: (310) 478-4100

Email: mwolf@wrslawyers.com

If to Buyer:

Hawkeye Systems, Inc.

7119 W. Sunset Blvd., #468

Los Angeles, CA 90046

Attention: Corby Marshall

Telephone: 800.531.8799

Email: corbymarshall@mac.com

with a copy (which shall not constitute notice) to:

Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard, 20^th Floor

Sherman Oaks, California 91403

Attention: Scott Alderton, Esq.

Telephone: (818) 444-4501

Email: salderton@stubbsalderton.com

Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of California (including in respect of the statute of limitations or other limitations period applicable to any state Law claim, controversy or dispute) that apply to agreements made and performed entirely within the State of California, without regard to the conflicts of law provisions thereof or of any other jurisdiction. Each Party agrees and acknowledges that the application of the Laws of the State of California is reasonable and appropriate based upon the Parties’ respective interests and contacts with the State of California. Each of the Parties waives any right or interest in having the Laws of any other state, including specifically, state Law regarding the statute of limitation or other limitations period, apply to any Party’s state Law claim, controversy or dispute which in any way arises out of or relates to this Agreement or the transactions contemplated hereby.

Section 13.8. Jurisdiction. Subject to the last sentence of this Section 13.8, each Party irrevocably agrees that any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be brought and determined in the state and federal courts located in Los Angeles County, California (and each such Party shall not bring any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts), and each Party hereby irrevocably submits with regard to any such Action for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Action: (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process; (b) that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) that (i) such Action in any such court is brought in an inconvenient forum; (ii) the venue of such Action is improper; and (iii) this Agreement, the transactions contemplated hereby or the subject matter hereof or thereof, may not be enforced in or by such courts.

Section 13.9. Amendments. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by the Parties.

Section 13.10. Extension; Waiver. At any time prior to the Closing, the Parties may: (a) extend the time for the performance of any of the obligations or other acts of any Party; (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement; and (c) waive compliance with any of the agreements or conditions contained in this Agreement or in any document delivered pursuant to this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof.

Section 13.11. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such determination that any term, provision, covenant or restriction is invalid, illegal, void, unenforceable or against regulatory policy, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 13.12. Expenses. Except as otherwise expressly set forth in this Agreement, all fees, costs and expenses, including fees and disbursements of legal counsel, financial advisors, brokers, finders, investment bankers and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fees, costs and expenses.

Section 13.13. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

Section 13.14. Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 13.15. Disclosure Schedules. The Disclosure Schedules shall be subject to the following terms and conditions: (a) any item disclosed on any particular Schedule or in any particular part or section of the Disclosure Schedules shall be deemed to be disclosed on other Schedules and in other parts or sections of the Disclosure Schedules to the extent the relevance of such disclosure to the other Schedules and other parts or sections of the Disclosure Schedules is reasonably apparent on its face; (b) no disclosure of any matter contained in the Disclosure Schedules shall create an implication that such matter meets any standard of materiality (matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules; such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature, nor shall the inclusion of any item be construed as implying that any such item is “material” for any purpose); (c) any disclosures contained in the Disclosure Schedules which refer to a document are qualified in their entirety by reference to the text of such document; (d) headings and introductory language have been inserted in the Disclosure Schedules for convenience of reference only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in this Agreement, and (e) shall not constitute, or be deemed to be, an admission to any person other than Buyer concerning such item.

Section 13.16. Specific Performance. The Parties agree that, if any of the provisions of this Agreement were not to be performed as required by their specific terms or were to be otherwise breached, irreparable damage will occur to the other Parties, no adequate remedy at law would exist and damages would be difficult to determine. It is accordingly agreed that Buyer, on the one hand, and Seller Parties, on the other hand, shall be entitled to seek an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement. Each of the Parties hereby waives any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. The Parties further agree that: (a) by seeking the remedies provided for in this Section 13.16, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including monetary damages) in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 13.16 are not available or otherwise are not granted; and (b) nothing in this Section 13.16 shall require any Party to institute any Action for (or limit any Party’s right to institute any Action for) specific performance under this Section 13.16 prior or as a condition to exercising any termination right under ARTICLE 12 (or pursuing damages prior to or after such termination), nor shall the commencement of any Action pursuant to this Section 13.16 or anything set forth in this Section 13.16 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of ARTICLE 12 or pursue any other remedies under this Agreement that may be available then or thereafter. If any Party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other Party, the Outside Date shall automatically be extended by: (A) the amount of time during which such Action is pending, plus twenty (20) Business Days; or (B) such other time period established by the court presiding over such Action.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement on the date first above written.

	BUYER: HAWKEYE SYSTEMS, INC.

	By:
		Name:
		Title:

	SELLER PARTIES:

	Gianna Wolfe

	Michael Mansouri

[Signature Page to Stock Purchase Agreement]

Exhibit A

Employment Agreement (Mansouri)

Exhibit B

Employment Agreement (Wolfe)

EXHIBIT 10.13

EXHIBIT 10.14

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) dated as of April 26, 2019, is entered into by Radiant Images, Inc., a California corporation (“Debtor”), in favor of Optical Flow, LLC, a Nevada limited liability company, for the benefit of itself as collateral agent (in such capacity, the “Collateral Agent”) and for the benefit of the Secured Note Holders (as defined below).

RECITALS

WHEREAS, Debtor may issue Secured Promissory Notes (as amended, restated, supplemented, extended or otherwise modified from time to time, each, a “Secured Note” and collectively, the “Secured Notes”) to certain lenders (together with any successors and assigns that at any time may hold an interest in a Secured Note, collectively, the “Secured Note Holders”); and

WHEREAS, as a condition to the obligations of the Secured Note Holders to loan the Debtor funds pursuant to the Secured Notes, the Secured Note Holders have required Debtor to enter into this Agreement and grant the security interests described herein in the Collateral in favor of Collateral Agent for the benefit of itself and the Secured Note Holders.

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good, valuable, and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Secured Notes. To the extent that any terms or concepts defined or used herein are defined or used in the UCC (as defined below), such terms or concepts shall be interpreted for purposes hereof in a manner that is consistent with such definition or use in the UCC. The following terms shall have the meanings set forth below:

“Applicable Percentage” means, with respect to any Secured Note Holder at any time, the percentage of the total outstanding principal amount of all Secured Notes represented by the outstanding principal amount of the Secured Notes held by such Secured Note Holder.

“Collateral” shall mean all right, title and interest of Debtor in, to and under, whether now existing or hereafter acquired, (a) all accounts and accounts receivable now or hereafter existing evidencing or relating to the right to receive payment respecting any such accounts, (b) all chattel paper (whether tangible or electronic), (c) all contracts, contract rights or rights to the payment of money, (d) all documents, (e) all general intangibles including, without limitation, all payment intangibles, (f) all instruments (including promissory notes), (g) all equipment, (h) all software, (i) all inventory, (j) all patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, goodwill, (k) all other machinery, apparatus, equipment, computers, software, fittings, fixtures, furniture and furnishings, (l) all tort claims, (m) all deposit accounts and securities accounts, (n) all letters of credit (whether or not the letter of credit is evidenced by a writing) and letters of credit rights, (o) all securities and other investment property, (p) any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other liabilities at any time held or owing for the credit or the account of Debtor, (q) all supporting obligations, (r) any and all insurance claims or payments and proceeds, (s) all interest of Debtor in any goods (including inventory, equipment and any accessories thereto), (t) all commercial tort claims, and (u) any and all products and proceeds of any of the foregoing whenever generated.

“Collateral Agent” means Optical Flow, LLC, in its capacity as collateral agent, or any successor collateral agent appointed pursuant to the terms of this Agreement.

“Event of Default” shall have the meaning specified in Section 11 of this Agreement.

“Lien” shall mean a pledge, assignment, lien, charge, mortgage, encumbrance, or other security interest obtained under this Agreement or under any other agreement or instrument with respect to any present or future assets, property, contract rights, or revenues in order to secure the payment of indebtedness of the party referred to in the context in which the term is used.

“Obligations” shall mean (a) (i) the principal of and any interest on the Secured Notes and (ii) all other obligations and liabilities of Debtor, whether now existing or hereafter incurred, under, arising out of, or in connection with, the Secured Notes and the due performance and compliance by Debtor with all of the terms, conditions, and agreements contained in the Secured Notes; (b) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its Lien and security interest in the Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, all costs and expenses of any exercise by the Collateral Agent of its rights hereunder, together with attorneys’ fees and court costs; and (d) to the extent not otherwise included in clauses (a), (b), or (c) above, Debtor’s obligations set forth in this Agreement.

“Proceeds” has the meaning given such term in Section 9102(a)(64) of the UCC.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of California from time to time.

2. Grant of Lien. As security for the due and punctual payment and performance in full of all Obligations (whether at the stated maturity, by acceleration, or otherwise and whether now owing or incurred in the future), Debtor hereby pledges, assigns, charges, delivers, and grants to the Collateral Agent, for the benefit of itself and the Secured Note Holder, a continuing perfected security interest in and a general Lien upon all of Debtor’s right, title, and interest in and to the Collateral and all additions thereto and substitutions therefor, whether heretofore, now or hereafter received by or delivered or transferred to the Collateral Agent hereunder.

3. Continuing Security Interest.

(a) This Agreement creates an assignment, pledge, charge, continuing perfected security interest in, and general Lien upon, the Collateral and shall (i) remain in full force and effect until all Obligations have been satisfied, (ii) be binding upon Debtor and its successors, permitted transferees, and permitted assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees, and assigns, for the benefit of the Collateral Agent and the Secured Note Holder.

(b) Upon the full satisfaction of all Obligations, the assignment, pledge, charge, Lien, and security interest granted hereunder shall terminate, and all rights to the Collateral shall revert to Debtor. Upon such termination, the Collateral Agent will (i) execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination, (ii) deliver and transfer such Collateral to Debtor and (iii) file and record with the appropriate filing offices the termination statements, cancellations, satisfactions or similar documents necessary to evidence or otherwise give public notice of the termination of the security interests granted hereunder. In the event that the Collateral Agent fails to file such termination statements, cancellations, satisfactions or similar documents, Debtor is hereby authorized to file and record with the appropriate filing offices, on behalf of the Collateral Agent and the Secured Note Holder, such termination statements, cancellations, satisfactions or similar documents.

4. Debtor Remains Liable. Anything herein to the contrary notwithstanding, (a) Debtor shall remain liable under any agreements which have been (in whole or in part) pledged or assigned herein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release Debtor from any of its duties or obligations under any such agreements; and (c) the Collateral Agent shall not have any obligation or liability under any such agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

5. Delivery and Perfection. Debtor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as the Collateral Agent may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law.

6. Proceeds of Sale. Nothing contained in this Agreement shall limit or restrict in any way the Collateral Agent’s right to receive Proceeds of the Collateral in any form in accordance with the provisions of this Agreement. All Proceeds that are received by Debtor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Debtor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement, document or instrument of transfer).

7. Inspection. Debtor agrees upon notice provided by the Collateral Agent, to permit the Collateral Agent, through its officers and agents, to examine and inspect the Collateral and all records pertaining thereto, and to make extracts from such records as the Collateral Agent may require.

8. Representations and Warranties. Debtor represents, warrants and covenants to the Collateral Agent that:

(a) Debtor is a corporation duly organized and validly existing under the laws of the State of California;

(b) Debtor’s exact legal name, jurisdictions of registration (i.e., incorporation or formation), and chief executive office is set forth in the Secured Note and below its name on the signature pages hereto.

9. Covenants. During the term of this Agreement, Debtor shall:

(a) Take all steps to preserve and protect the Collateral;

(b) Pay or cause to be paid when due all taxes, assessments, and other charges relating to the Collateral or this Agreement and reimburse the Collateral Agent for all costs of and fees incurred in connection with any filing of the documents and instruments referred to in Section 5; and

(c) Not change its: (i) name; (ii) chief executive office; (iii) type of organization; (iv) jurisdiction of organization; or (v) other legal structure without at least ten (10) days’ prior written notice to the Collateral Agent. Prior to effectuating any change described in the preceding sentence, Debtor shall take or cause to be taken all actions deemed by the Collateral Agent to be necessary or desirable to prevent any financing or continuation statement from becoming seriously misleading or rendered ineffective, or the security interests granted herein from becoming unperfected or the relative priority thereof otherwise impaired, as a result of such removal or change.

10. Further Assurances and Protections.

(a) Debtor shall at its expense do, file, record, make, execute, and deliver all such acts, notices, instruments, statements, or other documents as the Collateral Agent may request in writing to perfect, preserve, or otherwise protect the security interest and Liens of the Collateral Agent in the Collateral or any part thereof or to give effect to the rights, powers, and remedies of the Collateral Agent under this Agreement;

(b) Debtor will give prompt written notice to the Collateral Agent of, and defend the Collateral against, any suit, action, or proceeding related to the Collateral or which could adversely affect the security interests and Liens granted hereunder; and

(c) Debtor authorizes Collateral Agent to have this or any other similar agreement recorded or filed with any applicable federal, state or foreign government office.

11. Events of Default. The occurrence of any of the following events or conditions shall constitute an event of default (each an “Event of Default”) under this Agreement:

(a) the occurrence and continuation of an Event of Default as defined in any of the Secured Notes;

(b) any representation or warranty made in this Agreement, any Secured Note or any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Collateral Agent shall be untrue or incorrect in any material respect as of the date when made or deemed made; or

(c) the failure or refusal by Debtor to perform, or the breach or violation of, any of any materials terms, obligations, covenants, or warranties of this Agreement and that failure or refusal continues unremedied for five (5) business days after written notice of such failure or refusal is given to Debtor.

12. Remedies upon an Event of Default. On and after the occurrence and continuance of an Event of Default, the Collateral Agent may, in its discretion, assert all rights and remedies of a secured party under the UCC (whether or not in effect in any applicable jurisdiction) and all other applicable law. The proceeds of any collection, liquidation, or other disposition of the Collateral shall be applied by the Collateral Agent first to the payment of all expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by the Collateral Agent in connection with retaking, holding, collecting, or liquidating the Collateral. The balance of such proceeds, if any, shall, to the extent permitted by law, be applied to the payment of the Obligations in the order of application set forth in Section 27 of this Agreement. In case of any deficiency, Debtor shall, whether or not then due, remain liable therefor. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event the Collateral Agent may sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose such Collateral on such terms and to such purchaser(s) (including the Collateral Agent or any Secured Note Holder) as the Collateral Agent in its absolute discretion may choose, and for cash or for credit or for future delivery, without assuming any credit risk, at public or private sale or other disposition without demand of performance, and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale or other disposition, unless prohibited by applicable law, the Collateral Agent and the Secured Note Holders may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Collateral Agent shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto.

The Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Agreement. Debtor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree.

Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the relevant Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to enable the registration of the Collateral or related transaction so as to permit a public offer to be made with respect thereto.

13. Collateral Agent Appointed Attorney-in-Fact. Without limiting any rights or powers granted to the Collateral Agent pursuant to this Agreement, applicable law or otherwise, Debtor hereby appoints the Collateral Agent as its attorney-in-fact, with full power and authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time in the Collateral Agent’s discretion to take any and all action and to execute, file and record any and all instruments, agreements, and documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, and to receive, endorse and collect all instruments made or payable to Debtor representing any Proceeds in respect of the Collateral or any part thereof and to give full discharge for the same. The appointment set forth in this Section 13 is coupled with an interest and is irrevocable.

14. Collateral Agent May Perform. If Debtor fails to perform any agreement, covenant, or obligation contained herein, the Collateral Agent may itself perform, or cause performance of such agreement, covenant or obligation and the expenses and costs of the Collateral Agent incurred in connection therewith shall be payable by Debtor.

15. Security Interest Absolute. All rights of the Collateral Agent and all Liens hereunder, and all obligations of Debtor hereunder, shall be absolute and unconditional irrespective of:

(a) lack of validity or enforceability of this Agreement or any Secured Note;

(b) any change in the time, manner, or place of payment of, or in any other term of any or all of the Obligations or any amendment or waiver of any provision of this Agreement or any Secured Note;

(c) any release or non-perfection of any portion of the Collateral or any exchange, release, or non-perfection of any other collateral, or any release, amendment, or waiver of any guaranty for all or any of the Obligations; or

(d) any other circumstance which might otherwise constitute a defense available to, or a discharge of Debtor in respect of the Obligations or this Agreement or any Secured Note.

16. Collateral Agent’s Duties. The powers conferred to the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon it to exercise any such powers except for the safe custody of any Collateral or any portion thereof in its possession, and the Collateral Agent shall exercise that standard of care with respect to the Collateral in its possession which it exercises in the administration of its own assets and property; provided, however, that the Collateral Agent shall not be liable for any action taken or omitted with respect to the Collateral or this Agreement unless such liability results solely from the gross negligence or willful misconduct of the Collateral Agent as determined by a final non-appealable judgment by a court of competent jurisdiction. The Collateral Agent shall have no duty as to the Collateral or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Collateral.

17. Rights Cumulative. The rights, powers, and remedies of the Collateral Agent under this Agreement shall be in addition to all rights, powers, and remedies given to the Collateral Agent by virtue of any statute or rule of law or any agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the Collateral Agent’s security interest, Lien, and assignment in the Collateral.

18. Indemnity and Expenses.

(a) The Collateral Agent shall not have any liability to any Person and shall be indemnified and held harmless by Debtor for any liability incurred by reason of taking or refraining from taking any action with respect to the Collateral, except in the case such liability results solely from the gross negligence or willful misconduct of the Collateral Agent as determined by a final non-appealable judgment by a court of competent jurisdiction. Debtor agrees to indemnify the Collateral Agent from and against any and all claims, losses, and liabilities arising out of or connected with this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses, or liabilities resulting solely from the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. This Section 18(a) shall survive any termination of this Agreement.

(b) Debtor agrees to pay all expenses, costs, and disbursements incurred by the Collateral Agent (including, without limitation, all attorneys’ fees and other legal expenses incurred by the Collateral Agent in connection therewith) in connection with (i) retaking, holding, collecting, preparing for sale, and selling or otherwise realizing upon, liquidating, or disposing of the Collateral, (ii) the enforcement of its rights hereunder upon the occurrence and during the continuance of an Event of Default, (iii) the performance by the Collateral Agent of any agreement, covenant, or obligation of Debtor contained herein that Debtor has failed or refused to perform, and (iv) the participation or other involvement of the Collateral Agent and any Secured Note Holder with (A) bankruptcy, insolvency, receivership, foreclosure, winding up, or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise, or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Collateral Agent and the Secured Note Holders in respect thereof, by litigation or otherwise, including expenses of insurance, (B) judicial or regulatory proceedings, and (C) workout, restructuring, or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated).

19. Amendment or Waiver. Neither this Agreement nor any terms hereof may be changed, waived, discharged, or terminated unless such change, waiver, discharge or termination is in writing signed by the Company and the Collateral Agent.

20. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and mailed or delivered: if to Debtor, at the addresses specified immediately below Debtor’s name on the signature page hereof; and if to the Collateral Agent at its address specified immediately below its name on the signature page hereof; or at such other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

21. No Waiver. No failure or delay on the part of the Collateral Agent in exercising any right, power or privilege hereunder or under the UCC or any other applicable law shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder or under the UCC or any other applicable law preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or demand on the Collateral Agent in any case shall entitle Debtor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Collateral Agent to any other or further action in any circumstances without notice or demand.

22. Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

23. Non-Assignment. Debtor shall not have the right to assign its rights or delegate its obligations hereunder or any part thereof to any other person without the Collateral Agent’s prior written consent. This Agreement shall be binding upon any successors or assigns of Debtor, and shall benefit any successors or assigns of the Collateral Agent.

24. Integration. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

25. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, without giving effect to conflicts of laws principles.

26. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties to this Agreement, and an executed copy of this Agreement may be delivered by one or more parties to this Agreement by facsimile or similar electronic transmission device (including signature via DocuSign or similar services) 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.

27. Collateral Agent.

(a) By execution and delivery of this Agreement or by acceptance of this Agreement after the date hereof, each Secured Note Holder hereby appoints (i) the Collateral Agent to hold the Liens granted in this Agreement and to exercise all of the rights and powers granted to the Collateral Agent in this Agreement and all other rights which are reasonably incidental thereto, in each case for the benefit of itself and the Secured Note Holders, and (ii) the Collateral Agent as its agent for the purposes of creating and perfecting its interest in the Collateral. The Collateral Agent hereby accepts such appointment by the Secured Note Holders. All items of Collateral and any interest therein to be delivered to or held by the Collateral Agent pursuant to this Agreement shall be held by the Collateral Agent, for the benefit of itself and the Secured Note Holders. The Secured Note Holders acknowledge and agree that any right, remedy, privilege or power under this Agreement shall be exercised by the Collateral Agent only. Debtor may conclusively and absolutely rely, without inquiry, upon any action of the Collateral Agent in all matters referred to in this Agreement and the Secured Note Holders confirm all that the Collateral Agent shall do or cause to be done by virtue of its appointment as Collateral Agent.

(b) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder to the maximum extent permitted by law. The duties of the Collateral Agent shall be mechanical and administrative in nature. The Collateral Agent shall not have, by reason of this Agreement or otherwise, a fiduciary relationship in respect of any of the Secured Note Holders; and nothing is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of the Collateral except as expressly set forth herein.

(c) The Collateral Agent shall be reimbursed by the Secured Note Holders for all of its expenses incurred in performing its duties hereunder. To the extent Debtor fails to make any payments to the Collateral Agent pursuant to Section 18 of this Agreement, the Secured Note Holders agree that such payments shall be satisfied from the proceeds of liquidation of the Collateral prior to distributions to be made to the Secured Note Holders pursuant to this Section. If, after such application, amounts owed to the Collateral Agent pursuant to Section 18 of this Agreement remain unpaid, each Secured Note Holder hereby agrees to reimburse the Collateral Agent for such unpaid amounts ratably in accordance with such Secured Note Holder’s Applicable Percentage. Without limiting the generality of the foregoing, the Secured Note Holders agree to reimburse the Collateral Agent promptly upon demand, ratably in accordance with their respective Applicable Percentages, for any out-of-pocket expenses, including, without limitation, outside counsel fees and allocated in-house counsel expenses incurred by the Collateral Agent in connection with the performance of this Agreement.

(d) Independently and without reliance upon the Collateral Agent, each Secured Note Holder, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the shareholders of Debtor, and (ii) its own appraisal of the creditworthiness of Debtor, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Note Holder with any credit or other information with respect thereto. The Collateral Agent shall not be responsible to any Secured Note Holder for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or the Collateral or the financial condition of Debtor or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement.

(e) Prior to receipt of a written notice from a Secured Note Holder that an Event of Default has occurred (“Notice of Default”), the Collateral Agent shall have the power, but not the obligation, to take such actions as the Collateral Agent in its discretion deems necessary or desirable to perfect, preserve, or otherwise protect the security interest and Liens in the Collateral or any part thereof, without the consent of the Secured Note Holders. After a Notice of Default has been received by the Collateral Agent, the Collateral Agent shall take such actions under this Agreement as may be directed by the Secured Note Holders or by a final order, decree or judgment of a court of competent jurisdiction and from which no appeal has been taken and as to which the time the right to appeal has expired. Except as set forth in Section 27(i), the Collateral Agent shall be required to act or not act upon the instructions of the Secured Note Holders, and those instructions shall be binding upon the Collateral Agent.

(f) All proceeds of the Collateral shall be applied as follows:

(i) first, to the payment of all fees and expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by the Collateral Agent in connection with retaking, holding, collecting, or liquidating the Collateral, until paid in full;

(ii) second, to payment of all fees, expenses, indemnities and other amounts owed to the Collateral Agent under Sections 18 or 27(c) or otherwise under this Agreement, until paid in full;

(iii) third, to payment of that portion of the Obligations constituting fees, expenses and indemnities owed to the Secured Note Holders, ratably among the Secured Note Holders in proportion to the respective amounts described in this clause third payable to them;

(iv) fourth, to payment of that portion of the Obligations constituting interest owed to the Secured Note Holders, ratably among the Secured Note Holders in proportion to the respective amounts described in this clause fourth payable to them, until paid in full;

(v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Secured Notes, ratably among the Secured Note Holders in proportion to the respective amounts described in this clause fifth held by them, until paid in full;

(vi) sixth, to pay any other Obligations owed to the Collateral Agent or the Secured Note Holders, ratably among the Collateral Agent and the Secured Note Holders in proportion to the respective amounts described in this clause sixth payable to them, until paid in full;

(vii) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Debtor or as otherwise required by law.

In the event any proceeds of Collateral are deposited with or under the control of a Secured Note Holder or if a Secured Note Holder receives more of the proceeds of Collateral than it is entitled to under this Section 27(f), such Secured Note Holder shall pay over such proceeds to the Collateral Agent for application to the Obligations as provided in this Section 27(f).

(g) The Collateral Agent may at any time give notice of its resignation to the Secured Note Holders and Debtor. Upon receipt of any such notice of resignation, the Secured Note Holders shall have the right to appoint a successor. If no such successor shall have been so appointed by the Secured Note Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Note Holders, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Secured Note Holder directly, until such time as the Secured Note Holders appoint a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section shall continue in effect for the benefit of such retiring Collateral Agent in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

(h) The Collateral Agent shall use reasonable care in the custody and preservation of any Collateral in the Collateral Agent’s possession. The Collateral Agent shall not be liable for (i) any action taken or omitted by it in its discretion under or in connection with this Agreement, or any other applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction) or (ii) any action taken or omitted by it at the request of the Secured Note Holders.

(i) Notwithstanding anything in this Agreement or any other agreement or document, express or implied, it is agreed that (i) the Collateral Agent shall not be subject to any fiduciary or other implied duties, (ii) the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to applicable law; (iii) the Collateral Agent may consult with legal counsel or independent public accountants and other experts selected by it and shall be entitled to fully rely upon any opinion of such counsel or accountant in connection with any action taken or omitted to be taken by the Collateral Agent in accordance with the advice of such counsel, accountants or experts; and (iv) the Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by the Collateral Agent.

(j) The provisions of this Section 27 are solely for the benefit of the Collateral Agent and the Secured Note Holders, and Debtor shall not have rights as a third-party beneficiary of any of such provisions.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

	DEBTOR:

	RADIANT IMAGES, INC.

	By:
	Name:	Gianna Wolfe
	Title:	Chief Executive Officer

	Address:	2702 Media Center Drive
		Los Angeles, CA 90065

[Signature Page to Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

	COLLATERAL AGENT:

	OPTICAL FLOW, LLC

	By:
	Name:	Corby Marshall
	Title:	Manager

	By:
	Name:	Lucas Foster
	Title:	Manager

	Address:	7119 West Sunset Blvd., #468
		Los Angeles, CA 90046

[Signature Page to Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

	SECURED NOTE HOLDER:

	OPTICAL FLOW, LLC

	By:
	Name:	Corby Marshall
	Title:	Manager

	By:
	Name:	Lucas Foster
	Title:	Manager

	Address:	7119 West Sunset Blvd., #468
		Los Angeles, CA 90046

[Signature Page to Security Agreement]

EXHIBIT 10.15

CONVERTIBLE PROMISSORY NOTE

January 22, 2019

PRINCIPAL AMOUNT: USD$200,000

DUE: ON DEMAND AFTER 60 DAYS

FOR VALUE RECEIVED, the undersigned Hawkeye Systems, Inc. (the "Borrower"), company incorporated under the laws of the State of Nevada, hereby promises to pay Jon Bakhshi of New York, NY (the "Lender"), at such address or at such other place as the Lender may from time to time designate by written notice to the Borrower, the principal amount of TWO HUNDRED THOUSAND ($200,000) DOLLARS, ON DEMAND at any time after 60 days from the date hereof (the "Principal Amount"), in lawful money of the United States of America, without interest.

In consideration for the loan of $200,000, the Borrower will also grant 150,000 stock options at $0.50 for a five-year term to the Lender.

The Lender agrees that it will allocate sufficient funds to repay this $200,000 to the Borrower and such funds of the Lender may be available from the exercise of warrants or options, revenues from sales or otherwise.

The Borrower may pre-pay the Principal Amount or any portion thereof at any time and from time to time without notice, interest, bonus or penalty.

At the option of holder, this note is convertible at any time from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.50 per share. Upon such conversion, holder shall also be issued (i) two times the number of shares converted in Series A Warrants each exercisable for one year from the date hereof for one share of the Company’s common stock at an exercise price of $1.00 per share (the “A Warrants”), and (ii) two times the number of shares converted in Series B Warrants each exercisable for one year from the date hereof for one share of the Company’s common stock at an exercise price of $2,00 per share, conditioned upon the prior exercise of the A Warrants (the “B Warrants”).

PRESENTMENT for payment, demand, protest and notice of dishonour and protest hereof are hereby waived.

THIS PROMISSORY NOTE is governed by and shall be interpreted pursuant to the laws of the State of New York and all federal laws of the United States of America applicable therein.

THIS PROMISSORY NOTE is not assignable by the Borrower without the prior written consent of the Lender.

HAWKEYE SYSTEMS, INC.

Per:
Name:	Corby Marshall
Title:	CEO and Director

By:
	Jon Bakhshi

EXHIBIT 10.16

EXHIBIT 10.17

EXHIBIT 10.18

JOINT VENTURE AGREEMENT

A NEVADA JOINT VENTURE PARTNERSHIP

THIS JOINT VENTURE AGREEMENT (herein after referred to as the "Agreement”) is entered into as of this 20th day of May 2020, by and between HawkEye Systems, Inc. (“HawkEye”), Eagle Equities, LLC (“Eagle”) and Garrett Bolks (“Bolks”), for the purpose of procuring, funding the purchase of and sale of personal protection equipment (“PPE”).

WITNESSETH:

WHEREAS, the Parties desire to form a joint venture partnership (the "Venture"), under the laws of the State of Nevada upon execution of this Agreement for the purposes set forth herein and desire to determine between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned acquisition; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereto hereby agree to constitute themselves as participants in a certain joint venture, henceforth, "Parties" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, do covenant, agree and certify as follows:

ARTICLE I.

DEFINITIONS:

1.1 "Affiliate" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint venturer or partner, any business or entity for which such person acts in any such capacity.

1.2 "Parties" shall refer to HawkEye, Eagle and Bolks and any successor(s) as may be designated and admitted to the Venture.

1.3 "Percentage of Participation" shall refer to that figure set forth in Article V at section 5.1.

ARTICLE II

FORMATION, NAME, AND PRINCIPAL PLACE OF BUSINESS

2.1 FORMATION

(a) The Parties do hereby form a joint venture partnership (the "Venture") pursuant to the laws of the State of Nevada in order for the Venture to carry on the purposes for which provision is made herein.

(b) The Parties shall execute such certificates as may be required by the laws of the State of Nevada or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law.

2.2 PRINCIPAL PLACE OF BUSINESS

The Venture shall maintain its principal place of business at: in Savannah, Georgia. The Venture may re-locate its office from time to time or have additional offices as the Parties may determine, jointly.

ARTICLE III

PURPOSE OF THE JOINT VENTURE

ARTICLE IV

TERM

The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) the sale of the Venture’s ownership in the Project, (ii) the refusal or inability of any Party to this Agreement to meet their requirements, obligations and/or stipulations in this agreement, (iii) the unanimous agreement of the Parties; or (iv) the order of a court of competent jurisdiction.

ARTICLE V

PERCENTAGE OF PARTICIPATION

5.1 The interest of the Parties in any Net Profits shall be as follows:

HawkEye Systems, Inc.	33.3	%
Eagle Equities LLC	33.3	%
Garrett Bolk	33.3	%

5.2 The Parties agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that may be realized in connection with such other Parties’ Percentage of Participation.

5.3 CONTRIBUTION OF THE VENTURE.

(a) Eagle shall contribute any and all capital needed for the purchase, transportation, insurance, or other costs that are required for procuring the goods or delivering the goods to the customer, including handling fees, surcharges, other charges levied by carriers, freight forwarders, customs brokers and transportation agents, and any incidental costs such as demurrage and warehousing costs (“Cost of Goods”). For the avoidance of doubt, such Cost of Goods shall include the deposits required by Demetech Corporation for the purchase referenced in paragraph 5.3(c) hereto.

(b) Eagle shall contribute an additional $650,000 to Hawkeye which Hawkeye can use in its operations. Eagle may deduct from such amount a total of $180,000 from such amount in full payment of that certain Convertible Note issued by Hawkeye to Eagle on March 17, 2020. Such Convertible Note shall be marked fully paid.

(c) Hawkeye shall assign to the joint venture its agreement to purchase 36,000,000 N95 respirator masks from Demetech Corporation.

(d) Hawkeye and Eagle agrees to pay an equal portion of all legal, accounting, governmental, fiduciary costs of creating, maintaining and reporting requirements of the joint venture.

(e) Except as otherwise required by law or this Agreement, the Parties shall not be required to make any further capital contributions to the Venture.

5.4 RETURN OF CAPITAL CONTRIBUTION.

(a) Except as set forth above and otherwise in this Agreement, no Party shall have the right to withdraw its capital contributions or demand or receive the return of his capital contributions or any part thereof.

(b) The Parties shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement.

5.5 ALLOCATIONS OF NET PROFITS AND LOSSES

For purposes of this Agreement, Net Profits shall be defined as Gross Profits received from the sale of PPE projects less Cost of Goods.

A. DISTRIBUTION OF PROCEEDS:

(1) First, to Eagle with respect to direct Cost of Goods.

(2) Thereafter, to the Parties, pro-rata, based on their respective interests as set forth in Section 5.1 hereof.

B. NET LOSSES:

(1) Subject to the provisions of this Agreement, Net Losses of the Venture (including any net "book" loss of the Venture resulting from a Capital Event) shall be allocated to the Parties for tax purposes, pro rata, based upon their respective Venture interests as set forth herein.

(2) For purposes of this Agreement, Capital Accounts shall be adjusted hypothetically as provided for in Sections 1.704-1(b)(2)(ii)(d) and 1.704-1(b)(4)(iv)(f) of the Treasury Regulations. These adjustments shall include the qualified income offset as set forth in this Agreement.

C. DISTRIBUTIONS:

Distributable Cash of the Venture shall be distributed to the Parties, pro rata, based on their respective Venture interests as set forth herein.

ARTICLE VI:

POLICY COMMITTEE

6.1 The management of the Joint Venture shall be conducted pursuant to policy established by the Parties acting through a "Policy Committee" which is hereby established.

6.2 Each of HawkEye, Eagle and Bolks shall have an equal voice in the Policy Committee. For such purpose each Party is assigned the following number of votes and hereby designates the following representatives to exercise such votes:

HawkEye Systems, Inc.	33 votes
Corby Marshall, Representative

Eagle Equities LLC	33 votes
Yakov Borenstein, Representative

Garrett Bolks	33 votes
Garrett Bolks, Representative

PARTY VOTES REPRESENTATIVES

6.3 Each Party may, at any time, substitute an alternative individual in place of any of its above-named representative by serving written notice to the other Party. Each Party's representative or alternative representative on the Policy Committee is hereby granted and shall hereafter possess authority to act for such Party on all matters of interest to it with respect to its participation in the joint venture.

6.4 The Policy Committee shall determine the policy for the management of the Venture by majority vote and, as used in this Agreement, a "majority vote" is defined to be any figure greater than one-half of the authorized votes.

6.5 The Policy Committee shall have the following powers:

(a) To determine the time and place of holding its meetings and the procedures for conducting Committee Affairs.

(b) To determine and act upon the various matters, expressed or implied, that are contained in any other section of this Agreement, which requires a decision by the Policy Committee.

6.6 The Policy Committee shall generally perform its duties at a meeting at which all designated representatives of the Parties are present, but where circumstances warrant, telephone communication between all party representatives or their alternatives is authorized.

6.7 Except as otherwise provided in the Additional Provisions herein, the salaries and expenses of each of the representatives on the Committee shall be borne by the Party whom the representative has been designated to represent and shall not be an expense to the joint venture.

ARTICLE VII

DAY TO DAY OPERATIONS OF THE VENTURE

7.1 The Parties hereby appoint Corby Marshall as the legal Manager (the “Manager”) of the Joint Venture. Except as limited within the authority granted pursuant to the terms of this Agreement, the Manager shall have the complete power and authority to manage and operate the Company and make decisions affecting its business and affairs. The Manager shall devote such of his business time to the operations and success of the Company as shall be necessary.

ARTICLE VIII

ACCOUNTING AND AUDITING

8.1 Separate books of accounts shall be kept by the Manager of the transactions of the Venture. Any Party may inspect such books upon reasonable notice and at any reasonable time.

8.2 Periodic audits may be made upon said books at such time as authorized by the Policy Committee by persons designated by the same and copies of said audit shall be furnished to all Parties.

8.3 Upon dissolution of the Venture, a final audit shall be made and copies of such audit shall be furnished to each of the parties.

8.4 It is understood and agreed that the method of accounting used by the Manager and for state and federal income tax purposes shall be the cash based method and that the accounting year shall be the calendar year.

ARTICLE IX

RESOLUTION OF DISPUTES

9.1 All disputes arising out of this Agreement between the Parties, that is/are not resolvable by good faith negotiations by the same, shall be resolved by arbitration in Savannah, Georgia before one arbitrator agreed to by the Parties. In so agreeing the parties expressly waive their right, if any, to a trial by jury of these claims and further agree that the award of the arbitrator shall be final and binding upon them as though rendered by a court of law and enforceable in any court having jurisdiction over the same.

ARTICLE X

NON-DISCLOSURE NON-CIRCUMVENTION

10.1 During the term of this Agreement, the Parties agree to keep completely confidential the names and persons of any customers, suppliers, transportation sources, insurance companies, banks, lending institutions, venture capitalists, money angels, corporations, individuals, trusts, borrowers, buyers and sellers, and Internet websites introduced by any of the Parties or their employees or associates.

10.2 During the term of this Agreement, each Party, hereto, agrees not to knowingly circumvent, avoid, bypass, or obviate the other Party, directly or indirectly, to avoid equity participation, payment of fees and commissions, and/or any other form of compensation in any transaction in which a client, investor, bank, lending institution, venture capitalist, money angel, insurance company, corporation, individual, trust lender, borrower, buyer or seller, has been introduced by either Party to the other Party in connection with any loan, finance proposal, current project, trading transaction, collateral request, or other financial transaction requested by the client or customer to a Party.

ARTICLE XI

OTHER PROVISIONS

11.1 The Venture shall be solely responsible for the organization, operation, marketing and management of its business, and shall be responsible for the development of its own ongoing method of business operation, including but not limited to the following: selection and establishment of business sites; sales techniques; marketing plan/system and advertising practices; employee selection, hiring and training; personnel policies and practices; hours of operation; and all other such ongoing concerns in the course of the Venture’s routine business operation and management. The Venture agrees to obtain and maintain insurance to protect its business in such amounts and terms as are customary for businesses in the industry of the Venture.

11.2 This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

11.3 This agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties.

11.4 This agreement shall be governed by the laws of the state of Nevada.

11.5 Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile or e-mail, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

If to

HawkEye Systems, Inc.:

Attention: Corby Marshall

E-mail: corbymarshall@mac.com

Copy to:

Cutler Law Group, P.C.

6575 West Loop South, Suite 500

Bellaire, TX 77401

Attn: M. Richard Cutler

Email: rcutler@cutlerlaw.com

If to

Eagle Equities LLC:

390 Whalley Ave

New Haven, CT 06511

Attention: Yakov Borenstein

E-Mail:

If to

Garrett Bolks:

Garrett Bolks

E-Mail: gbolks@yahoo.com

or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip.

11.6 If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

11.7 Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

11.8 The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

11.9 No party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence).

11.10 Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

11.11 Attorney Fees. In the event that any dispute between the parties should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover form the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys' fees and expenses.

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So agreed and executed as of this 20^th day of May, 2020.

HawkEye Systems, Inc.


By:	Corby Marshall, Chief Executive Officer

Eagle Equities, LLC


By:	Yakov Borenstein, Manager

Garrett Bolks

EXHIBIT 10.19

JOINT VENTURE AGREEMENT

A NEVADA JOINT VENTURE PARTNERSHIP

THIS JOINT VENTURE AGREEMENT (herein after referred to as the "Agreement”) is entered into as of this 1st day of June 2020, by and between HawkEye Systems, Inc. (“HawkEye”), Eagle Equities, LLC (“Eagle”) and Steve Hall (“Hall”), for the purpose of procuring, funding the purchase of and sale of personal protection equipment (“PPE”).

WITNESSETH:

ARTICLE I.

DEFINITIONS:

1.2 "Parties" shall refer to HawkEye and Hall and any successor(s) as may be designated and admitted to the Venture.

1.3 "Percentage of Participation" shall refer to that figure set forth in Article V at section 5.1.

ARTICLE II

FORMATION, NAME, AND PRINCIPAL PLACE OF BUSINESS

2.1 FORMATION

2.2 PRINCIPAL PLACE OF BUSINESS

The Venture shall maintain its principal place of business in Savannah, Georgia. The Venture may re-locate its office from time to time or have additional offices as the Parties may determine, jointly.

ARTICLE III

PURPOSE OF THE JOINT VENTURE

The business of the Venture shall be primarily for the purpose of procurement, financing, transportation, sale and disposition and related matters in personal protection equipment, and all such other business incidental to the general purposes herein set forth (the “Project”). The Parties acknowledge and agree that Hawkeye is in a joint venture partnership with Ikon Supplies LLC (“Ikon”) for the purposes set forth in the Project and that the principal purpose of this Joint Venture is to provide funding for such purpose.

ARTICLE IV

TERM

ARTICLE V

CONTRIBUTION AND PERCENTAGE OF PARTICIPATION

5.1 CONTRIBUTION OF THE VENTURE.

(a) Hall shall contribute a total of $2,277,000 to the venture for the capital needed for the purchase, transportation, insurance, or other costs that are required for procuring the goods or delivering the goods to the customer. Of such amount, Hall agrees to convert $277,000 of such amount into shares of common stock of Hawkeye at $0.25 per share. The balance of the $2,000,000 shall be repaid from proceeds as set forth below.

(b) Hawkeye shall assign to the joint venture its participation in the Joint Venture Agreement with Ikon.

(c) Hawkeye agrees to pay all legal, accounting, governmental, fiduciary costs of creating, maintaining and reporting requirements of the joint venture.

(d) Except as otherwise required by law or this Agreement, the Parties shall not be required to make any further capital contributions to the Venture.

5.2 The interest of the Parties in any Net Profits shall be as follows:

a. Until the $2,000,000 advance is repaid in full:

HawkEye	43.5	%
Hall	43.5	%
Ikon	13.0	%

b. Subsequent to repayment of the $2,000,000 for a period of 12 months from the date of repayment:

HawkEye	40.0	%
Hall	20.0	%
Ikon	40.0	%

5.3 The Parties agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that may be realized in connection with such other Parties’ Percentage of Participation.

5.4 RETURN OF CAPITAL CONTRIBUTION.

(b) The Parties shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement.

5.5 ALLOCATIONS OF NET PROFITS AND LOSSES

For purposes of this Agreement, Net Profits shall be defined as Gross Profits received from the sale of PPE projects less Cost of Goods.

A. DISTRIBUTION OF PROCEEDS:

To the Parties, pro-rata, based on their respective interests as set forth in Section 5.2 hereof.

B. NET LOSSES:

C. DISTRIBUTIONS:

Distributable Cash of the Venture shall be distributed to the Parties, pro rata, based on their respective Venture interests as set forth herein.

ARTICLE VI:

POLICY COMMITTEE

6.1 The management of the Joint Venture shall be conducted pursuant to policy established by the Parties acting through a "Policy Committee" which is hereby established.

6.2 Each of HawkEye and Hall shall have an equal voice in the Policy Committee. For such purpose each Party is assigned the following number of votes and hereby designates the following representatives to exercise such votes:

HawkEye		50 votes
Corby Marshall, Representative

Hall		50 votes
Steve Hall, Representative

PARTY VOTES REPRESENTATIVES

6.5 The Policy Committee shall have the following powers:

(a) To determine the time and place of holding its meetings and the procedures for conducting Committee Affairs.

(b) To determine and act upon the various matters, expressed or implied, that are contained in any other section of this Agreement, which requires a decision by the Policy Committee.

ARTICLE VII

DAY TO DAY OPERATIONS OF THE VENTURE

ARTICLE VIII

ACCOUNTING AND AUDITING

8.1 Separate books of accounts shall be kept by the Manager of the transactions of the Venture. Any Party may inspect such books upon reasonable notice and at any reasonable time.

8.2 Periodic audits may be made upon said books at such time as authorized by the Policy Committee by persons designated by the same and copies of said audit shall be furnished to all Parties.

8.3 Upon dissolution of the Venture, a final audit shall be made and copies of such audit shall be furnished to each of the parties.

ARTICLE IX

RESOLUTION OF DISPUTES

ARTICLE X

NON-DISCLOSURE NON-CIRCUMVENTION

ARTICLE XI

OTHER PROVISIONS

11.3 This agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties.

11.4 This agreement shall be governed by the laws of the state of Nevada.

If to	Attention: Corby Marshall

HawkEye Systems, Inc.:	E-mail: corbymarshall@mac.com Copy to: Cutler Law Group, P.C. 6575 West Loop South, Suite 500 Bellaire, TX 77401 Attn: M. Richard Cutler Email: rcutler@cutlerlaw.com
If to Steve Hall:	Steve Hall E-Mail: shall@landmark24homes.com

11.10 Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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So agreed and executed as of this 1st day of June, 2020.

HawkEye Systems, Inc.


By:	Corby Marshall, Chief Executive Officer

Steve Hall

EXHIBIT 10.20

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) dated as of July 17, 2020, is entered into by Hawkeye Systems, Inc., a Nevada corporation (“Hawkeye”) and HIE LLC (the Debtor”), in favor of Eagle Equities, LLC (“Eagle”), a Nevada limited liability company, for the benefit of itself as secured party.

RECITALS

WHEREAS, Eagle shall issue Secured Promissory Notes (as amended, restated, supplemented, extended or otherwise modified from time to time, each, a “Secured Note” and collectively, the “Secured Notes”) to HIE Joint Venture (the Debtor”) (together with any successors and assigns that at any time may hold an interest in a Secured Note, collectively, the “Secured Note Holder”) for the purpose of funding personal protection equipment purchases (“PPE”); and

WHEREAS, as a condition to the obligations of the Secured Note Holder to loan the Debtor funds pursuant to the Secured Notes, the Secured Note Holders have required Hawkeye and Debtor to enter into this Agreement and grant the security interests described herein in the Collateral in favor of Eagle.

AGREEMENT

“Collateral” shall mean that certain Convertible Promissoryy Note from Hawkeye issued to and on behalf of Eagle in the form of Exhibit A hereto.

“Event of Default” shall have the meaning specified in Section 11 of this Agreement.

“Obligations” shall mean (a) (i) the principal of and any interest on the Secured Notes and (ii) all other obligations and liabilities of Debtor, whether now existing or hereafter incurred, under, arising out of, or in connection with, the Secured Notes and the due performance and compliance by Debtor with all of the terms, conditions, and agreements contained in the Secured Notes; (b) any and all sums advanced by Eagle in order to preserve the Collateral or preserve its Lien and security interest in the Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, all costs and expenses of any exercise by Eagle of its rights hereunder, together with attorneys’ fees and court costs; and (d) to the extent not otherwise included in clauses (a), (b), or (c) above, Debtor’s obligations set forth in this Agreement.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of Nevada from time to time.

2. Grant of Lien. As security for the due and punctual payment and performance in full of all Obligations (whether at the stated maturity, by acceleration, or otherwise and whether now owing or incurred in the future), Debtor hereby pledges, assigns, charges, delivers, and grants to Eagle a continuing perfected security interest in and a general Lien upon all of Debtor’s right, title, and interest in and to the Collateral and all additions thereto and substitutions therefor, whether heretofore, now or hereafter received by or delivered or transferred to Eagle hereunder.

3. Continuing Security Interest.

(a) This Agreement creates an assignment, pledge, charge, continuing perfected security interest in, and general Lien upon, the Collateral and shall (i) remain in full force and effect until all Obligations have been satisfied, (ii) be binding upon Hawkeye and Debtor and their successors, permitted transferees, and permitted assigns, and (iii) inure, together with the rights and remedies of Eagle hereunder, and its successors, transferees, and assigns.

(b) Upon the full satisfaction of all Obligations, the assignment, pledge, charge, Lien, and security interest granted hereunder shall terminate, and all rights to the Collateral shall revert to Hawkeye. Upon such termination, Eagle will (i) execute and deliver to Hawkeye and Debtor such documents as Hawkeye and/or Debtor shall reasonably request to evidence such termination, (ii) deliver and transfer such Collateral to Hawkeye and (iii) file and record with the appropriate filing offices the termination statements, cancellations, satisfactions or similar documents necessary to evidence or otherwise give public notice of the termination of the security interests granted hereunder. In the event that Eagle fails to file such termination statements, cancellations, satisfactions or similar documents, Hawkeye and Debtor are hereby authorized to file and record with the appropriate filing offices, on behalf of Eagle such termination statements, cancellations, satisfactions or similar documents.

4. Debtor Remains Liable. Anything herein to the contrary notwithstanding, (a) Debtor shall remain liable under any agreements which have been (in whole or in part) pledged or assigned herein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Eagle of any of the rights hereunder shall not release Hawkeye or Debtor from any of its duties or obligations under any such agreements; and (c) Eagle shall not have any obligation or liability under any such agreements by reason of this Agreement, nor shall Eagle be obligated to perform any of the obligations or duties of Hawkeye or Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

5. Delivery and Perfection. Hawkeye and Debtor hereby deliver the Collateral to Eagle for perfection, and authorize Eagle to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as Eagle may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law.

6. Representations and Warranties. Hawkeye represents, warrants and covenants to Eagle that:

(a) Hawkeye is a corporation duly organized and validly existing under the laws of the State of Nevada;

(b) Hawkeye’s exact legal name, jurisdictions of registration (i.e., incorporation or formation), and chief executive office is set forth in the Secured Note and below its name on the signature pages hereto.

7. Covenants. During the term of this Agreement, Hawkeye and Debtor shall:

(a) Take all steps to preserve and protect the Collateral;

(b) Not change its: (i) name; (ii) chief executive office; (iii) type of organization; (iv) jurisdiction of organization; or (v) other legal structure without at least ten (10) days’ prior written notice to Eagle. Prior to effectuating any change described in the preceding sentence, Hawkeye and/or Debtor shall take or cause to be taken all actions deemed by Eagle to be necessary or desirable to prevent any financing or continuation statement from becoming seriously misleading or rendered ineffective, or the security interests granted herein from becoming unperfected or the relative priority thereof otherwise impaired, as a result of such removal or change.

8. Further Assurances and Protections.

(a) Hawkeye and Debtor shall at their expense do, file, record, make, execute, and deliver all such acts, notices, instruments, statements, or other documents as Eagle may request in writing to perfect, preserve, or otherwise protect the security interest and Liens of Eagle in the Collateral or any part thereof or to give effect to the rights, powers, and remedies of Eagle under this Agreement;

(b) Hawkeye and/or Debtor will give prompt written notice to Eagle of, and defend Eagle against, any suit, action, or proceeding related to the Collateral or which could adversely affect the security interests and Liens granted hereunder; and

(c) Hawkeye and Debtor authorize Eagle to have this or any other similar agreement recorded or filed with any applicable federal, state or foreign government office.

9. Events of Default. The occurrence of any of the following events or conditions shall constitute an event of default (each an “Event of Default”) under this Agreement:

(a) the occurrence and continuation of an Event of Default as defined in any of the Secured Notes. For the avoidance of doubt, the underlying loan secured by the Secured Note shall be due and payable within 90 days of funding and repayment in full on or prior to such date shall be an obligation of such Secured Note;

(b) any representation or warranty made in this Agreement, any Secured Note or any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to Eagle shall be untrue or incorrect in any material respect as of the date when made or deemed made; or

10. Remedies upon an Event of Default. On and after the occurrence and continuance of an Event of Default, Eagle may immediately enforce the provisions of the Collateral in whole or in part as if entered into as of the date of this Agreement. Upon an event of default Eagle can take possession of the Secured Note and enforce it without notice to Hawkeye or Debtor.

11. Eagle Appointed Attorney-in-Fact. Without limiting any rights or powers granted to Eagle pursuant to this Agreement, applicable law or otherwise, Debtor hereby appoints Eagle as its attorney-in-fact, with full power and authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time in Eagle’s discretion to take any and all action and to execute, file and record any and all instruments, agreements, and documents which Eagle may deem necessary or advisable to accomplish the purposes of this Agreement, and to receive, endorse and collect all instruments made or payable to Debtor representing any Proceeds in respect of the Collateral or any part thereof and to give full discharge for the same. The appointment set forth in this Section 11 is coupled with an interest and is irrevocable.

12. Rights Cumulative. The rights, powers, and remedies of Eagle under this Agreement shall be in addition to all rights, powers, and remedies given to Eagle by virtue of any statute or rule of law or any agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing Eagle’s security interest, Lien, and assignment in the Collateral.

13. Indemnity and Expenses.

Eagle shall not have any liability to any Person and shall be indemnified and held harmless by Hawkeye and Debtor for any liability incurred by reason of taking or refraining from taking any action with respect to the Collateral, except in the case such liability results solely from the gross negligence or willful misconduct of Eagle as determined by a final non-appealable judgment by a court of competent jurisdiction. Hawkeye and Debtor agree to indemnify Eagle from and against any and all claims, losses, and liabilities arising out of or connected with this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses, or liabilities resulting solely from Eagle’s gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. This Section 13 shall survive any termination of this Agreement.

14. Amendment or Waiver. Neither this Agreement nor any terms hereof may be changed, waived, discharged, or terminated unless such change, waiver, discharge or termination is in writing signed by Hawkeye, Debtor and Eagle.

15. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and mailed or delivered: if to Hawkeye or Debtor, at the addresses specified immediately below such name on the signature page hereof; and if to Eagle at its address specified immediately below its name on the signature page hereof; or at such other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

16. No Waiver. No failure or delay on the part of Eagle in exercising any right, power or privilege hereunder or under the UCC or any other applicable law shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder or under the UCC or any other applicable law preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or demand on Eagle in any case shall entitle Hawkeye or Debtor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Eagle to any other or further action in any circumstances without notice or demand.

17. Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

18. Non-Assignment. Neither Hawkeye nor Debtor shall have the right to assign its rights or delegate its obligations hereunder or any part thereof to any other person without Eagle’s prior written consent. This Agreement shall be binding upon any successors or assigns of Hawkeye and Debtor, and shall benefit any successors or assigns of Eagle.

19. Integration. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

20. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada, without giving effect to conflicts of laws principles.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties to this Agreement, and an executed copy of this Agreement may be delivered by one or more parties to this Agreement by facsimile or similar electronic transmission device (including signature via DocuSign or similar services) 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

	HAWKEYE:

	HAWKEYE SYSTEMS, INC.

	By:
	Name:	Corby Marshall
	Title:	Chief Executive Officer

	Address:	6605 Abercorn St, Suite 504
		Savannah, GA 31405

	DEBTOR:

	HIE JOINT VENTURE

	By:
	Name:	Chaim Vail
	Title:	Manager

	Address:	390 Whalley Avenue
		New Haven, CT 06511

	EAGLE:

	EAGLE EQUITIES LLC.

	By:
	Name:	Yakov Borenstein
	Title:	Manager

	Address:	390 Whalley Avenue
		New Haven, CT 06511

[Signature Page to Security Agreement]

EXHIBIT 10.21

EXHIBIT 10.22

CONSULTING AGREEMENT

THIS AGREEMENT is dated for reference the 15th day of January, 2021 (the “Effective Date”). BETWEEN:

HAWKEYE SYSTEMS, INC., a Nevada, United States incorporated pursuant to the laws of the state of Nevada and having its head office at 6605 Abercorn Street, Savannah, GA 31405

(the ^u Company’)

AND:

Christopher Mulgrew,

Of __________________________ Houston, Texas

(the “Consultant”)

WHEREAS:

A.	The Company is a Company principally engaged in procuring and selling personal protection equipment whose common shares are listed on the OTC Markets Group under the symbol HWKE;

B.	The Consultant shall provide management and financial consulting services, including the supervision of the senior management, all staff, and all personnel of the Company, whether employees or consultants, strategic planning and property acquisitions, strategic financial planning and annual budget reviews, as well as the implementation and monitoring of the Company’s compliance with continuous reporting requirements, internal controls over accounting systems and financial reporting to the Company.

C.	The Company wishes to engage the services of the Consultant, and the Consultant wishes to be engaged by the Company, to perform the functions of a consultant to the Company as set forth herein below.

NOW THEREFORE, in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows:

1.	ENGAGEMENT OF CONSULTANT

1.1	The Company hereby engages the Consultant and the Consultant hereby accepts such appointment and engagement by the Company as a consultant with respect to the Services (as defined below), all upon and subject to the terms and conditions of this Agreement.

2.	SERVICES OF CONSULTANT

2.1	During the Term (as defined below), the Consultant shall provide to the Company consulting services as the Company’s Chief Financial Officer or as the Company may request from time to time (collectively, the “Services”).

2.2	The Consultant shall be subject to such supervision as may be imposed by the Company in its sole discretion, and the Consultant shall furnish regular reports and any other data and information relating to the Services as may, from time to time, be requested by the Company.

2.3	The Consultant shall hold the title of Chief Financial Officer.

3.	FEES AND STOCK OPTIONS

3.1	The Company will pay the Consultant a fee for his services in the sum of US $10,000 per month or US $120,000 per annum (the “Consulting Fee”). The Consulting Fee will initially be payable $2,500 per month on the last day of the month, with any and all remaining consulting fees due and payable on the earlier of (i) the date the Company obtains a minimum of $500,000 in investment capital or from sales of product or (ii) one year from the date of this Agreement.

3.2	In addition, the Consultant will be entitled to a bonus of 50% of the base Consulting Fee upon achieving the goals and objectives to be set forth on Schedule A hereto, or will be entitled to a bonus of 90% of the base Consulting Fee upon achieving the goals and objectives set forth on Schedule B hereto. Consultant and the Company agree to meet and confer to mutually agree upon such goals and objectives on or before January 31, 2021.

3.4	Upon execution of this Agreement, the Company will issue to Consultant an option to acquire 500,000 shares of the Company’s Common Stock at $0.45 per share (the Exercise Price”) pursuant to the terms of the Option Agreement set forth as Exhibit C hereto (the “Option”), as well as the terms of the Company’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan (the “Plan”). The terms and conditions of the Plan are hereby incorporated by referenced. Consultant’s right to acquire the Shares pursuant to the Option shall vest 20% immediately upon issuance of this option, and an additional 20% every three months thereafter. In the event Consultant is able to get all of the required periodic reports filed with the US Securities and Exchange Commission within 60 days of this Agreement, Consultant shall be issued an additional 25,000 options exercisable at $0.45 per share but not subject to vesting.

3.3	In addition, the Company will pay to the Consultant all reasonable expenses of the Consultant as agreed to from time to time which are incurred by the Consultant in delivery of the Services, based on monthly invoices submitted to the Company, including copies of all paid receipts.

4	TERM AND RENEWAL

4.1	During the term of this Agreement, the Consultant shall provide his Services to the Company in a timely manner.

4.2	The term of this Agreement (“Term”) shall commence on the Effective Date and until terminated in accordance with the termination provisions under Section 5 of this Agreement. The terms of the contract will renew automatically on the anniversary of the agreement unless otherwise agreed by the Company and the Consultant.

5.	TERMINATION

5.1	Notwithstanding any other provision herein, it is understood and agreed by and between the parties hereto that this Agreement may be terminated:

(a)	by the Company immediately by providing to the Consultant written notice of immediate termination if the Consultant fails to remedy any deficiency or default in provided the Services under this Agreement after having been given notice of the deficiency or default and a reasonable opportunity to remedy the deficiency or default;

(b)	by either party without cause or penalty by providing the other with 90 days notice in writing from the date of this agreement.

(c)	Upon termination of this Agreement, The Company shall not be required to make any further payments to the Consultant except for unpaid invoices.

(d)	by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to 12 months of his base salary and any unpaid cash bonuses. Further, all unvested equity options granted to the consultant, including but not limited to Options, shall vest immediately.

	For the purpose of this Section 5.1(d), a Change of Control shall be deemed to have occurred when:

(i) any person, entity or group becomes the beneficial owner of 50% or more of the combined voting power of the Hawkeye Systems, Inc. then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of Hawkeye Systems, Inc., either all at once or through any series of elections and appointments when considered together; or

(ii) completion of the sale or other disposition by Hawkeye Systems, Inc. of all or substantially all of the Hawkeye System Inc.’s assets or a reorganization or merger or consolidation of Hawkeye Systems, Inc. with any other entity or corporation, other than:

(A) a reorganization or merger or consolidation that would result in the voting securities of Hawkeye Systems, Inc. outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1% of the combined voting power of the voting securities of Hawkeye Systems, Inc.. or such other entity outstanding immediately after such reorganization or merger or consolidation; or

(B) a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of Hawkeye Systems, Inc. (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of Hawkeye Systems, Inc. or its successor.

5.2	This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, in the event that:

	(a)	the Consultant should no longer be able to provide the Services; or

	(b)	the Consultant commits any material breach of this Agreement which breach is not remedied within 30 days after notice to the Consultant of such breach.

6.	CONFIDENTIALITY

6.1	The Consultant acknowledges and agrees that in the performance of its obligations under this Agreement, it may obtain knowledge of Confidential Information (as defined below) relating to the business or affairs of the Company or its affiliated companies (the “Affiliated Companies’“). The Consultant shall not, without the prior written consent of the Company, either during the Term or at any time thereafter:

	(a)	use or disclose any Confidential Information outside of the Company or the Affiliated Companies;

	(b)	except in undertaking the Services, remove or aid in the removal from the premises of the Company or any of the Affiliated Companies any Confidential Information or any property or material relating thereto: or

	(c)	use the Confidential Information for any purpose other than in performing the Services.

6.2	The Consultant shall exercise a reasonable degree of care in safeguarding the aforementioned Confidential Information against loss, theft, or other inadvertent disclosure, and further agrees to take all reasonable steps necessary to ensure the maintenance of confidentiality.

6.3	Upon the termination of this Agreement or upon the Company’s earlier request, the Consultant shall promptly deliver to the Company all of the Confidential Information that the Consultant and the Principal may have in their possession or control.

6.4	In this Agreement, “Confidential Information” shall mean any information or knowledge including, without limitation, any document, materials, know how, discovery, strategy, method, idea, client list, marketing strategy or employee compensation, or copies or adaptations thereof, that relates to the business or affairs of the Company and / or the Affiliated Companies; and is private or confidential in that it is not generally known or available to the public. Without limiting the generality of the forgoing “Confidential Information” will include:

	(a)	information regarding the Company and the Affiliated Companies’ business operations, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs of the Company and the Affiliated Companies;

	(b)	all information related to the projects, facilities, equipment and other assets used in the business of the Company and the Affiliated Companies, and all information related to the exploration or development of (or potential exploration or development of) the Company and the Affiliated Companies’ properties or projects, including without limitation any properties or projects in respect of which the Company has made any application or is in any negotiations for the acquisition of an ownership, leasehold or other interest in;

	(c)	terms of the Company and the Affiliated Companies’ relationship with, its investors, (if not otherwise publicly available), partners, clients, suppliers of products or services, and the Company and the Affiliated Companies’ referral sources;

	(d)	all information concerning exploration, financing or other business opportunities of the Company and the Affiliated Companies, including all projects, ventures or joint ventures considered by the Company and the Affiliated Companies, whether or not pursued; and

	(e)	all trade secrets or other confidential or proprietary information of the Company and the Affiliated Companies including, business plans, concepts, techniques, processes, designs, data, software programs, formulae, development or experimental work, work in process or other know-how.

6.5	Confidential Information shall specifically not include anything that:

	(a)	is in or enters lawfully into the public domain other than as a result of a disclosure by the Consultant;

	(b)	becomes available to the Consultant on a non-confidential basis from a source other than the Company or the affiliated Companies, or any of its representatives, and that source was not under any obligation of confidentiality; or

	(c)	the Consultant is required to disclose pursuant to an order of a court of competent jurisdiction or by the operation of law; provided that, the Consultant provides prompt prior written notice to the Company of such required disclosure and of the action which is proposed to be taken in response. In such an event, and only after the Consultant shall have made a reasonable effort to obtain a protective order or other reliable assurance affording such information confidential treatment, the Consultant shall furnish only that portion of the Confidential Information which it is required to disclose.

7.	NON-SOLICITATION

7.1	The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.

7.2	The Consultant acknowledges and agrees that the above restriction on non-solicitation is reasonable and necessary for the proper protection of the businesses, property and goodwill of the Company and the Affiliated Companies.

8.	DISCLOSURE AND ASSIGNMENT OF PROJECTS AND WORKS

8.1	The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the “Works”) will be the sole and absolute property of the Company. The Consultant will keep and maintain adequate and current written records of all Works made, which records will be available at all times to the Company and will remain the sole property of the Company.

8.2	The Consultant will assist the Company in obtaining and enforcing, for the Company’s own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company. The Consultant agrees, upon request, to execute all applications, assignments, instruments and papers and perform all acts that the Company or its counsel may deem necessary or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise to protect the interests of the Company therein.

9.	COMPLIANCE WITH LAWS

9.1	The Services undertaken by the Consultant under this Agreement shall be in full compliance with all applicable laws and consistent with a high degree of business ethics.

10.	INDEMNIFICATION

10.1	The Consultant shall indemnify and save harmless the Company for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Company arising out of third party claims relating to the presence or activities of the Consultant or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by:

	(a)	any breach of the Consultant’s obligation in Section 10 herein; and

	(b)	any negligence, willful misconduct or fraud on the part of the Consultant in performing the Services.

10.2	Subject to the Consultant’s obligation to indemnify the Company under this Section 10, and provided that the Consultant has not breached Section 10, the Company shall indemnify and save harmless the Consultant for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Consultant arising out of third party claims relating to the presence or activities of the Consultant and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the negligence, willful misconduct or fraud on the part of the Company.

10.3	Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.

11.	REMEDIES

11.1	The Consultant acknowledges and agrees that any breach of this Agreement by it could cause irreparable damage to the Company and / or the Affiliated Companies and that in the event of a breach by the Consultant, the Company shall have in addition to any and all other remedies at law or in equity, the right to an injunction, specific performance or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. In the event of any such dispute, the Consultant agrees that the Company shall be entitled, without showing actual damages, to a temporary or permanent injunction restraining conduct of the Consultant pending a determination of such dispute and that no bond or other security shall be required from the Company in connection therewith. The Consultant acknowledges and agrees that the remedies of the Company specified in this Agreement are in addition to and not in substitution for any other rights and remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

12.	RELATIONSHIP

12.1	The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor, and all persons employed or engaged by the Consultant, in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to pay or compensate the Consultant and/or any representative of the Consultant for taxes of any kind whatsoever that arise out of or with respect to any Consulting Fee, or any other fee, remuneration or compensation provided to the Consultant under this Agreement.

12.2	The Consultant shall fully indemnity and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company and / or any of the Affiliated Companies may suffer or incur with respect to any such taxes or benefits. For greater clarity, the Consultant is solely responsible for the deduction and remissions of income tax, pension and employment insurance in respect of any employees retained by the Consultant to perform the services under this Agreement. Furthermore, if these amounts are not remitted, the Consultant will, in addition to any other provision under this Agreement, indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective directors and officers from and against any claim for taxes, penalties and for withholding of funds by the applicable tax, worker’s compensation, employment standards and insurance agencies or any other government agency with respect to any amount found to be payable by the Company to such agency or commission in respect of the Consultant’s provision of services under this Agreement, including any legal fees incurred by the Company in defending such claims.

13.	SURVIVAL OF TERMS

13.1	Sections 6 through 12, inclusive, and this Section 13, shall survive and remain in force notwithstanding the expiration or other termination of this Agreement for any reason whatsoever. Any expiration or termination of this Agreement shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of such expiration or termination, or any remedies of the parties with respect thereto.

14.	LIMITED AUTHORITY AS AGENT

14.1	Unless otherwise agreed to in writing by the parties, the Consultant may not act as an agent of the Company. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall the Consultant incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, except as otherwise agreed to by the Company.

15.	NO ASSIGNMENT

15.1	Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without the written consent of all the parties.

16.	SUCCESSORS AND ASSIGNS

16.1	The Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns, as the case may be.

17.	WAIVER

17.1	Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by indulgence, delay or other act. omission or conduct. Any waiver shall only apply to the specific matter waived and only in the specific instance in which it is waived.

18.	GOVERNING LAWS

18.1	Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Savannah, Georgia.

19.	FURTHER ASSURANCES

19.1	Each of the parties shall, on request by the other party, execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such further acts and things as the other party may reasonably require to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement and to ensure the completion of the transactions contemplated hereby.

20.	NOTICES

20.1	All notices required or permitted under this Agreement shall be in writing and shall be given by delivering such notice or mailing such notice by pre-paid registered mail, by facsimile transmission or electronic mail to the addresses provided under the names of each party on the first page to this Agreement. Any such notice or other communication shall, if delivered, be deemed to have been given or made and received on the date delivered (or the next business day if the day of delivery is not a business day), and if mailed, shall be deemed to have been given or made and received on the fifth business day following the day on which it was so mailed and if faxed (with confirmation received) shall be deemed to have been given or made and received on the day on which it was so faxed (or the next business day if the day of sending is not a business day). The parties may give from time to time written notice of change of address in the manner aforesaid.

21.	CONSTRUCTION

21.1	In this Agreement, unless otherwise indicated:

(a)	“Agreement” means this Consulting Agreement;

(b)	the words “include”, “including” or “in particular’, when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(c)	“herein”, “hereby”, “hereunder”, “hereof, “hereto” and words of similar import, refer to this Agreement as a whole and not to any particular Section of this Agreement.

(d)	a reference to a statute means that statute, as amended and in effect as of the date hereof, and includes each and every regulation and rule made thereunder and in effect as of the date hereof, and includes all amendments thereof given effect from time to time;

(e)	a reference to a Section means, unless the context otherwise requires, that specific Section in Agreement;

(f)	a reference to a “consent”, “notice” or “agreement” means a consent, notice or agreement, as the case may be, by an authorized representative of the party or parties thereto;

(g)	where a word, term or phrase is defined herein, its derivatives or other grammatical forms have a corresponding meaning;

(h)	all words, other than defined terms, used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or the plural and the masculine, feminine or body corporate, as the context may require;

(i)	time is of the essence;

(j)	in the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on the next succeeding day which is a business day;

(k)	references to a “party” or “parties’“ are references to a party or parties to this Agreement;

(I)	the headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only;

(m)	the Effective Date of this Agreement shall be January 15, 2021. despite the actual date of execution of this Agreement.

22.	SEVERABILITY

22.1	If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then to the fullest extent permitted by law:

(a)	all other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible; and

(b)	such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

23.	COUNTERPARTS AND FACSIMILE

23.1	This Agreement may be executed in one or more counterparts and delivered by facsimile, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

24.	INDEPENDENT LEGAL ADVICE

24.1	The Company has recommended to the Consultant that it obtain independent legal advice prior to signing this Agreement. The Consultant acknowledges that it has received independent legal advice or has waived the opportunity to do so and have elected to proceed without benefit of same.

24.	ENTIRE AGREEMENT

24.1	This Agreement states and comprises the entire agreement between the parties in connection with the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied between the parties other than expressly set forth in this Agreement.

IN WITNESS WHEREOF this Agreement has been executed as of the Effective Date.

HAWKEYE SYSTEMS, INC.:

Per:


Corby Marshall, Chief Executive Officer

Authorized Signatory

CHRISTOPHER MULGREW



Authorized Signatory

EXHIBIT 21

Subsidiaries of Hawkeye Systems, Inc.:

None

EXHIBIT 31.1

CERTIFICATION

I, Corby Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Hawkeye Systems, Inc. (the "Registrant");

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 1, 2021

/s/ Corby Marshall

Corby Marshall,

Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Christopher Mulgrew, certify that:

1.	I have reviewed this annual report on Form 10-K of Hawkeye Systems, Inc. (the "Registrant");

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 1, 2021

/s/ Christopher Mulgrew

Christopher Mulgrew,

Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hawkeye Systems, Inc. (the "Company") on Form 10-K for the year ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Corby Marshall, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

February 1, 2021

/s/ Corby Marshall

Corby Marshall

Chief Executive Officer (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hawkeye Systems, Inc. (the "Company") on Form 10-K for the year ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher Mulgrew, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 1, 2021

/s/ Christopher Mulgrew

Christopher Mulgrew

Chief Financial Officer (Principal Financial Officer)