Hawkeye Systems, Inc. (Form: S-1, Received: 08/27/2018 10:43:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HAWKEYE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

3861

(Primary Standard Industrial Classification Code Number)

83-0799093

(I.R.S. Employer Identification Number)

7119 W. Sunset Blvd, #468

Los Angeles, CA 90046

Phone: (310) 606-2054

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Corby Marshall

7119 W. Sunset Blvd, #468

Los Angeles, CA 90046

Phone: (310) 606-2054

With a copy to:

Cutler Law Group

6575 West Loop South, Suite 500

Bellaire, TX 77401

Telephone: (713) 888-0040

Facsimile: (713) 583-7150

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

After this Registration Statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

As filed with the Securities and Exchange Commission on August ___, 2018

Registration number: ______________

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company ý

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities To be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	`5,000,000`	`$` `2.00`	`$` `10,000,000`	`$` `1,245.00`
Common Stock ¹	`3,003,250`	`$` `2.00`	`$` `6,006,500`	`$` `747.81`
Common Stock issuable upon the exercise of Series A Warrants at $.30 per share ²	1,505,500	`$` `2.00`	`$` `3,011,000`	`$` `374.87`
Common Stock issuable upon the exercise of Series B Warrants at $.50 per share ²	1,505,500	`$` `2.00`	`$` `3,011,000`	`$` `374.87`
Common Stock issuable upon the exercise of Series C Warrants at $1.00 per share ²	1,505,500	`$` `2.00`	`$` `3,011,000`	`$` `374.87`
Common Stock issuable upon the exercise of Series D Warrants at $2.00 per share ²	1,505,500	`$` `2.00`	`$` `3,011,000`	`$` `374.87`
Common Stock issuable upon the exercise of Series A Warrants at $.30 per share ³	945,000	`$` `2.00`	`$` `1,890,000`	`$` `235.31`
Common Stock issuable upon the exercise of Series B Warrants at $.30 per share ³	945,000	`$` `2.00`	`$` `1,890,000`	`$` `235.31`
Total	`15,915,250`	`$` `2.00`	`$` `31,830,500`	`$` `3,962.90`

(1) Shares offered by Selling Shareholders previously issued in a private offering of securities pursuant to Section 4(2) of the Securities Act; these shares were issued at prices at $.05, $0.15 and $0.50 per share.

(2) Shares issuable upon the exercise of warrants issued to shareholders in connection with a $0.15 private placement.

(3) Shares issuable upon the exercise of warrants issued to shareholders in connection with a $0.50 private placement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT HAS FILED A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE .

As filed with the Securities and Exchange Commission on August ___, 2018

Registration number: ______________

SUBJECT TO COMPLETION, DATED AUGUST 27, 2018

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the securities and exchange commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

HAWKEYE SYSTEMS, INC.

10,915,250 Shares of Common Stock

This prospectus relates to the offer and sale of a maximum of up to 5,000,000 shares (the “Maximum Offering”) of common stock, $0.0001 par value (“Common Shares”) at $2.00 per share by Hawkeye Systems, Inc., a Nevada corporation (“we”, “us”, “our”, “Hawkeye”, “Company” or similar terms). There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 18 months. At the discretion of our board of directors, we may discontinue the offering before expiration of the 18-month period. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

The offering of the 5,000,000 shares is a “best efforts” offering, which means that our officers and directors will use their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $2.00 per share for the duration of the offering. Proceeds from the sale of the shares will be used to implement our plan of operation. Any funds that we raise from our offering of 5,000,000 shares of common stock will be immediately available for our use and will not be returned to investors. We will receive gross proceeds of $10,000,000 if all the shares in this offering are sold.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and directors are solely responsible for selling shares under this offering and no commission will be paid on any sales. Our officers and directors intend to offer our shares to friends, family members, and business acquaintances for a period of 18 months from the effective date of this prospectus. In offering the securities on our behalf, our officers and directors will rely on safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily

determined the offering price of $2.00 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTCQB. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

This prospectus also relates to the sale of 3,003,250 shares of our common stock currently held by various shareholders (the “Selling Shareholders”), as well as up to 7,912,000 shares of our common stock which may be issued to the Selling Shareholders upon the exercise of warrants. The prices at which the Selling Shareholders may sell the shares in the range from $2.00 to $4.00 per share in market transactions or in negotiated transactions. We will not receive proceeds from the sale of our shares by the Selling Shareholders. The selling shareholders are not affiliated with or controlled by the Company. They purchased their shares in individual transactions in private placements from the Company and not with a view to sell or distribute those shares. They are consequently not "underwriters" within the meaning of the Securities Act of 1933, as amended

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “risk factors” beginning on page 8 before investing in our shares of common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

____________________

The date of this Prospectus is August 27, 2018

TABLE OF CONTENTS

PROSPECTUS SUMMARY……………………………………………………………………... 5

RISK FACTORS…………………………………………………………………………………. 8

USE OF PROCEEDS…………………………………………………………………………… 27

DETERMINATION OF OFFERING PRICE…………………………………………………... 30

DILUTION……………………………………………………………………………………… 30

SELLING SHAREHOLDERS………………………………………………………………….. 33

PLAN OF DISTRIBUTION…………………………………………………………………….. 35

DESCRIPTION OF SECURITIES……………………………………………………………… 39

DESCRIPTION OF BUSINESS………………………………………………………………... 42

RELATED STOCKHOLDER MATTERS……………………………………………………... 54

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS……………………………... 55

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND

CONTROL PERSONS………………………………………………………………………….. 59

EXECUTIVE COMPENSATION………………………………………………………………. 62

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT……………………………………………………………... 63

DISCLOSURE OF COMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES……………………………….. 64

INTEREST OF NAMED EXPERTS AND COUNSEL………………………………………... 64

WHERE YOU CAN FIND MORE INFORMATION………………………………………….. 64

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE……………………………………… 65

FINANCIAL STATEMENTS…………………………………………………………………. F-1

Until _____, 2018 (90 business days after the effective date of this prospectus) all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PRO SPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Hawkeye” refer to Hawkeye Systems, Inc. unless the context otherwise indicates.

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.

Our Company

Hawkeye Systems, Inc., a Nevada corporation incorporated on May 15, 2018, is a technology company that is developing cutting edge optical imaging products for military and law enforcement markets to assist with intelligence, surveillance and reconnaissance (“ISR”). Other potential markets include commercial entertainment and outdoor sportsmanship activities. This “SOCOM to Commercial” (United States Special Operations Command to Commercial) model has worked well for other companies such as Oakley and Camelbak.

On June 7, 2018, the Company entered into a joint-venture partnership with Insight Engineering, LLC (“Insight”). On August 1, 2018, the Company and Insight incorporated Optical Flow, LLC and entered into an operating agreement (the “Joint Venture” or “Optical Flow”) which superseded the previous joint-venture partnership. Pursuant to the Joint Venture, the Company and Insight will co-develop high resolution imaging systems. Insight is a Nevada limited liability corporation that is led by Lucas Foster, who has two decades of experience working on advanced camera technology for entertainment/motion picture uses.

The Company currently owns fifty (50%) percent of the Joint Venture. Pursuant to the terms and conditions of the Joint Venture, the Company must contribute $2,000,000 to the Joint Venture over a 12-month period or it will forfeit its interest in the Joint Venture pro rata to funds raised.

To date, the Company has contributed $150,000 of cash towards the Joint Venture. The Joint Venture is currently developing a wide field of view, single lens virtual reality imaging product. Initially, these products are being designed to be able to be mounted to law enforcement and/or military personnel to record and stream high resolution images to a Wi Fi or Bluetooth network, when required.

The Joint Venture also retained Terminal Horizon Operations and Resourcing, Inc. (doing business as “Thor International”). Thor International is led by Mr. Doug Orman and Mr. Jim Spence, both of which served as U.S. Army Special Forces Lieutenant Colonels. Thor International is assisting the Joint Venture with the CRADA and IWP (as defined herein).

equipment, software, devices, methods, apparatus, and product designs. The License is also subject to a five (5%) percent net sales royalty payable to Insight. The License will allow the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view. The Joint Venture will develop and own additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use.

Our plan of operations over the 12-month period following the successful completion of at least 1,000,000 shares from our offering of 5,000,000 shares of our common stock is to complete development and marketing of our Optical Flow products for military and law enforcement markets.

The Company’s principal office is located at 7119 W. Sunset Blvd, #468, Los Angeles, CA 90046. Our telephone number is (310) 606-2054 .

We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and directors will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we intend to seek to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

The Offering

Securities Being Offered:	5,000,000 shares of common stock, par value $0.0001 per share.
Offering price	$2.00 per share
Duration of the Offering:	The 5,000,000 shares of common stock are being offered for a period of 18 months.
Net proceeds to us	$10,000,000 assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 22.
Shares Outstanding Prior to Offering	8 , 886,416 shares of common stock (does not include shares issuable upon exercise of warrants).
Shares Outstanding After Offering	13,886,416 shares of common stock (assuming no exercises of outstanding warrants).
Subscriptions	All subscriptions once accepted by us are irrevocable.
Registration Costs	All registration costs shall be borne by the Company
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
Going Concern	Our financial statements from inception on May 15, 2018 through our fiscal period ended June 30, 2018 report no revenues and a net loss of $4 2,375.00 . Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks. An investment in the Company is speculative. A purchase of any of the securities of the Company involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of an individual’s investment portfolio and should only be made by persons who can afford a total loss of their investment. Prospective purchasers should evaluate carefully the following risk factors associated with an investment in the Company’s securities prior to purchasing any of the securities.

Limited Operating History

The Company has a limited operating history on which to base an evaluation of its business and prospects. The Company is subject to all the risks inherent in a small company seeking to develop, market and distribute new products. The likelihood of the Company’s success must be considered, in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the development, introduction, marketing and distribution of new products and services in a competitive environment.

Such risks for the Company include, but are not limited to, dependence on the success and acceptance of the Company’s products, the ability to attract and retain a suitable customer base, and the management of growth. To address these risks, the Company must, among other things, generate increased demand, attract a sufficient clientele base, respond to competitive developments, increase our brand name visibility, successfully introduce new products, attract, retain and motivate qualified personnel and upgrade and enhance the Company’s technologies to accommodate expanded service offerings. In view of the rapidly evolving nature of the Company’s business and its limited operating history, the Company believes that period-to-period comparisons of its operating results are not necessarily meaningful and should not be relied upon as an indication of future performance.

The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues.

Need for Additional Capital

The Company has limited revenue-producing operations and will require the proceeds from this offering to execute its full business plan. The Company believes the proceeds from this offering will be sufficient to develop and commercialize our initial products as described in “Description of Business”. However, the Company can give no assurance that all, or even a significant portion of these shares will be sold and that any moneys raised will be sufficient to

F- 8

execute the entire business plan of the Company. In order to complete the development of our 360-degree visible and infrared spectrum single lens camera platform, the Company expects that it will need at least $2,000,000. Further, no assurance can be given if additional capital is needed as to how much additional capital will be required or that additional financing can be obtained, or if obtainable, that the terms will be satisfactory to the Company, or that such financing would not result in a substantial dilution of shareholder’s interest. A failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, the Company may be required to reduce, curtail, or discontinue operations.

We are materially dependent on acceptance of our products by law enforcement and military markets, both domestic and international. If law enforcement agencies or military do not continue to purchase and use our products, our revenues will be adversely affected.

At any point, due to external factors and opinions, whether or not related to product performance, law enforcement agencies or military may elect to no longer purchase our camera systems or other products

Contracting on government programs is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

Like all government contractors, we are subject to risks associated with this contracting, including substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We expect to be subjected to audits and investigations by U.S. and State government agencies and authorities. The failure to comply with the terms of our government contracts could harm our business reputation. It could also result in our progress payments being withheld or our suspension or debarment from future government contracts, which could have a material affect on our operational and financial results.

We currently have no sales.

We have yet to derive any revenues from sales of our camera system products, but we will depend on sales of these products for a predominant portion of our revenue for the foreseeable future. Our failure to develop sufficient demand for these products, or their failure to maintain broad market acceptance, would significantly harm our growth prospects, operating results and financial condition.

F- 9

The success of our camera system is materially dependent on acceptance of this business model by our law enforcement and military customers. Delayed or lengthy time to adoption by law enforcement agencies or military will negatively impact our sales and profitability.

Typically law enforcement agencies and military are slow to adopt new technologies, including our camera system products. As we are a new company completing development, our products are not presently widely adopted by our potential law enforcement and military customers. As such, the sales cycle has additional complexity with the need to educate our customers and address issues regarding technical requirements, implementation and training and other issues. Delays in successfully securing widespread adoption of our camera system could adversely affect our revenues, profitability and financial condition.

If we are unable to design, introduce and sell new products or new product features successfully, our business and financial results could be adversely affected.

Our future success will depend on our ability to develop new products or new product features that achieve market acceptance in a timely and cost-effective manner. The development of new products and new product features is complex, time consuming and expensive, and we may experience delays in completing the development and introduction of new products. We cannot provide any assurance that products that we may develop in the future will achieve market acceptance. If we fail to develop new products or new product features on a timely basis that achieve market acceptance, our business, financial results and competitive position could be adversely affected.

Delays in product development schedules may adversely affect our revenues and cash flows.

The development of our complex camera system is a complex and time-consuming process. New products and enhancements to existing products can require long development and testing periods. Our increasing focus on our camera system also presents new and complex development issues. Significant delays in new product or service releases or significant problems in creating new products or services could adversely affect our business, financial results and competitive position.

We face risks associated with rapid technological change and new competing products.

The technology associated with law enforcement and military devices is receiving significant attention and is rapidly evolving. While we have some patent protection in certain key areas of our camera systems, it is possible that new technology may result in competing products that operate outside our patents and could present significant competition for our products, which could adversely affect our business, financial results and competitive position.

Defects in our products could reduce demand for our products and result in a loss of sales, delay in market acceptance and damage to our reputation.

Complex components and assemblies used in our products may contain undetected defects that are subsequently discovered at any point in the life of the product. Defects in our products

F- 10

could result in a loss of sales, delay in market acceptance and damage to our reputation and increased warranty costs, which could adversely affect our business, financial results and competitive position.

If our security measures are breached and unauthorized access is obtained to customers’ data or our data, our network may be perceived as not being secure, customers may curtail or stop using products from our Company service and we may incur significant legal and financial exposure and liabilities.

Law enforcement and military are exceptionally concerned about protection of data. Sales of our products involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of information or the total deletion of all stored customer data, litigation and possible liability. We devote resources to engineer secure products and ensure security vulnerabilities are mitigated, and we require out third-party service providers to do so as well. Despite these efforts, security measures may be breached as a result of third-party action, employee error, and malfeasance or otherwise. Breaches could occur during transfer of data to data centers or at any time, and result in unauthorized access to our data or our customers’ data. Third-parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data or our customers’ data. Additionally, hackers may develop and deploy viruses, worms, and other malicious software programs that attack or gain access to our networks and data centers. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Moreover, our security measures and/or those of our third party service providers and/or customers may not detect such security breaches if they occur. Any security breach could result in a loss of confidence in our Company, damage our reputation, lead to legal liability, negatively impact our future sales and significantly harm our growth prospects, operating results and financial condition.

Most of our end-user customers are subject to budgetary and political constraints that may delay or prevent sales.

Most of our end-user customers are government law enforcement or military agencies. These agencies often do not set their own budgets and therefore, have limited control over the amount of money they can spend. In addition, these agencies experience political pressure that may dictate the manner in which they spend money. As a result, even if an agency wants to acquire our products, it may be unable to purchase them due to budgetary or political constraints, particularly in challenging economic environments. There can be no assurance that the economic and budgeting issues will not worsen and adversely impact sales of our products. Some government agency orders may also be canceled or substantially delayed due to budgetary, political or other scheduling delays, which frequently occur in connection with the acquisition of products by such agencies, and such cancellations may accelerate or be more severe than we have experienced historically.

F- 11

We expend significant resources in anticipation of a sale due to our lengthy sales cycle and may receive no revenue in return.

Generally, law enforcement and military agencies consider a wide range of issues before committing to purchase our products, including product benefits, training costs, the cost to use our products in addition to, or in place of, other products, budget constraints and product reliability, safety and efficacy. The length of our sales cycle may range from a few weeks to as long as several years. Adverse publicity surrounding our products or the safety of such products could lengthen our sales cycle with customers. We may incur substantial selling costs and expend significant effort in connection with the evaluation of our products by potential customers before they place an order. If these potential customers do not purchase our products, we will have expended significant resources and received no revenue in return.

Due to municipal government funding rules, certain of our contracts are subject to appropriation, termination for convenience, or similar cancellation clauses, which could allow our customers to cancel or not exercise options to renew contracts in the future.

If agencies do not appropriate money in future year budgets, terminate contracts for convenience or if other cancellation clauses are invoked, revenue associated with these bookings will not ultimately be recognized, and could result in a reduction to bookings.

We may face personal injury, wrongful death and other liability claims that harm our reputation and adversely affect our sales and financial condition.

Our products are often used in aggressive military of law enforcement confrontations that may result in serious, permanent bodily injury or death to those involved. Our products may be associated with these injuries. A person, or the family members of a person, injured in a confrontation or otherwise in connection with the use of our products, may bring legal action against us to recover damages on the basis of theories including wrongful death, personal injury, negligent design or defective product. We may also be subject to lawsuits involving allegations of misuse of our products. If successful, wrongful death, personal injury, misuse and other claims could have a material adverse effect on our operating results and financial condition and could result in negative publicity about our products. Although we carry product liability insurance, we may incur significant legal expenses within our self-insured retention in defending these lawsuits and significant litigation could also result in a diversion of management’s attention and resources, negative publicity and a potential award of monetary damages in excess of our insurance coverage. The outcome of any litigation is inherently uncertain and there can be no assurance that our existing or any future litigation will not have a material adverse effect on our business, financial condition or operating results.

We are subject to claw-back terms.

The Joint Venture that we have with Insight is subject to claw-back provisions if we do not meet the payment terms under the license and operating agreements.

F- 12

Litigation

The Company and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.

Protection of Intellectual Property Rights

The future success of our business is dependent upon the intellectual property rights surrounding our technology, including trade secrets, know-how and continuing technological innovation. Although we will seek to protect our proprietary rights, our actions may be inadequate to protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurance that other companies are not investigating or developing other technologies that are similar to our technology. In addition, effective intellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of our technology. Any of these claims, with or without merit, could subject us to costly litigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished. Any of these events could have an adverse effect on our business and financial results.

Our dependence on third-party suppliers for key components of our devices could delay shipment of our products and reduce our sales.

We depend on certain domestic and foreign suppliers for the delivery of components used in the assembly of our products. Our reliance on third-party suppliers creates risks related to our potential inability to obtain an adequate supply of components or sub-assemblies and reduced control over pricing and timing of delivery of components and sub-assemblies. Specifically, we depend on suppliers of sub-assemblies, machined parts, injection molded plastic parts, printed circuit boards, custom wire fabrications and other miscellaneous customer parts for our products. We do not have long-term agreements with any of our suppliers and there is no guarantee that supply will not be interrupted. Due to changes imposed for imports of foreign products into the U.S., as well as potential port closures and delays created by terrorist attacks or threats, public health issues, national disasters or work stoppages, we are exposed to risk of delays caused by freight carriers or customs clearance issues for our imported parts. Any interruption of supply for any material components of our products could significantly delay the shipment of our products and have a material adverse effect on our revenues, profitability and financial condition.

F- 13

Component shortages could result in our inability to produce at a volume to adequately meet customer demand, which could result in a loss of sales, delay in deliveries and injury to our reputation.

Single or sole-source components used in the manufacture of our products may become unavailable or discontinued. Delays caused by industry allocations or obsolescence may take weeks or months to resolve. In some cases, parts obsolescence may require a product re-design to ensure quality replacement components. These delays could cause significant delays in manufacturing and loss of sales, leading to adverse effects significantly impacting our financial condition or results of operations and injure our reputation.

Our future success is dependent on our ability to expand sales through distributors and direct sales and our inability to recruit new distributors or increase direct sales would negatively affect our sales.

Our distribution strategy is to pursue sales through multiple channels with an emphasis on independent distributors and direct sales. Our inability to establish relationships with and retain law enforcement and/or military equipment distributors, who we believe can successfully sell our products, would adversely affect our sales. If we do not competitively price our products, meet the requirements of our distributors or end-users, provide adequate marketing support, or comply with the terms of our distribution arrangements, our distributors may fail to aggressively market our products or may terminate their relationships with us. These developments would likely have a material adverse effect on our sales. Our reliance on the sales of our products by others also makes it more difficult to predict our revenues, cash flow and operating results.

Catastrophic events may disrupt our business.

A disruption or failure of our systems or operations in the event of a major earthquake, weather event, fire, explosion, failure to contain hazardous materials, industrial accident, cyber-attack, terrorist attack, or other catastrophic event could cause delays in completing sales, providing services, or performing other mission-critical functions. A catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could harm our ability to conduct normal business operations and our operating results as well as expose us to claims, litigation and governmental investigations and fines.

A cyber or security breach or disruption or failure in a computer system could adversely affect us.

Our operations depend on the continued and secure functioning of our computer and communications systems and the protection of information stored in computer databases maintained by us and, in certain circumstance, by third parties. Such systems and databases are subject to breach, damage, disruption or failure from, among other things, cyber attacks and other unauthorized intrusions, power losses, telecommunications failures, earthquakes, fires and other natural disasters.

We face threats to our computer and communications systems and databases of unauthorized access, computer hackers, computer viruses, malicious code, cyber crime, organized

F- 14

cyber attacks and other security problems and system disruptions. In particular, we may be targeted by experienced computer programmers and hackers (including those sponsored by foreign governments) who may attempt to penetrate our cyber security defenses and damage or disrupt our computer and communications systems and misappropriate or compromise our intellectual property or other confidential information or that of our customers.

However, despite our efforts to secure our systems and databases and meet cyber protection and information assurance requirements, we may still face system failures, data breaches, loss of intellectual property and interruptions in our operations, which could have a material adverse effect on our business, financial condition and results of operations.

Undetected problems in our products could impair our financial results and give rise to potential product liability claims.

If there are defects in the design, production or testing of our or our subcontractors’ products and systems, including our products sold for public safety purposes in the homeland security area, we could face substantial repair, replacement or service costs, potential liability and damage to our reputation. In addition, we must comply with regulations and practices to prevent the use of parts and components that are considered as counterfeit or that violate third party intellectual property rights. We may not be able to obtain product liability or other insurance to fully cover such risks, and our efforts to implement appropriate design, testing and manufacturing processes for our products or systems may not be sufficient to prevent such occurrences, which could have a material adverse effect on our business, results of operations and financial condition.

Our future success depends on our ability to develop new offerings and technologies.

The markets we serve are characterized by rapid changes in technologies and evolving industry standards. In addition, some of our systems and products are installed on platforms that may have a limited life or become obsolete. Unless we develop new offerings or enhance our existing offerings we may be susceptible to loss of market share resulting from the introduction of new or enhanced offerings by competitors. Accordingly, our future success will require that we:

 identify emerging technological trends;

 identify additional uses for our existing technology to address customer needs;

 develop and maintain competitive products and services;

 add innovative solutions that differentiate our offerings from those of our competitors;

 bring solutions to the market quickly at cost-effective prices;

 develop working prototypes as a condition to receiving contract awards; and

 structure our business, through joint ventures, and other forms of alliances, to reflect the competitive environment.

We will need to invest significant financial resources to pursue these goals, and there can be no assurance that adequate financial resources will continue to be available to us for these purposes. We may experience difficulties that delay or prevent our development, introduction and

F- 15

marketing of new or enhanced offerings, and such new or enhanced offerings may not achieve adequate market acceptance. Moreover, new technologies or changes in industry standards or customer requirements could render our offerings obsolete or unmarketable. Any new offerings and technologies are likely to involve costs and risks relating to design changes, the need for additional capital and new production tools, satisfaction of customer specifications, adherence to delivery schedules, specific contract requirements, supplier performance, customer performance and our ability to predict program costs. New products may lack sufficient demand or experience technological problems or production delays. If we fail in our new product development efforts, or our products or services fail to achieve market acceptance more rapidly than the products or services of our competitors, our ability to obtain new contracts could be negatively impacted. Any of the foregoing costs and risks could have a material adverse impact on our business, results of operations, financial condition and cash flows.

We face acquisition and integration risks .

From time to time we make equity or asset acquisitions and investments in companies and technology ventures. Such acquisitions involve risks and uncertainties such as:

• our pre-acquisition due diligence may fail to identify material risks;

• significant acquisitions may negatively impact our cash flow;

• significant goodwill assets recorded on our consolidated balance sheet from prior acquisitions are subject to impairment testing, and unfavorable changes in circumstances could result in impairment to those assets.

• acquisitions may result in significant additional unanticipated costs associated with price adjustments or write-downs;

• we may not integrate newly-acquired businesses and operations in an efficient and cost-effective manner;

• we may fail to achieve the strategic objectives, cost savings and other benefits expected from acquisitions, which could negatively impact our financial ratios and covenants;

• the technologies acquired may not prove to be those needed to be successful in our markets or may not have adequate intellectual property rights protection;

• we may assume significant liabilities that exceed the enforceability or other limitations of applicable indemnification provisions, if any, or the financial resources of any indemnifying parties, including indemnity for tax or regulatory compliance issues, such as anti-corruption and environmental compliance, that may result in our incurring successor liability;

• we may fail to retain key employees of the acquired businesses;

• the attention of senior management may be diverted from our existing operations; and

• certain of our newly acquired operating subsidiaries in various countries could be subject to more restrictive regulations by the local authorities after our acquisition, including regulations relating to foreign ownership of, and export authorizations for, local companies.

F- 16

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned intellectual property and products.

In addition to the possible effects on our joint venture of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned businesses could materially and adversely affect us.

We operate in a competitive industry .

The markets in which we participate are highly competitive and characterized by technological change. If we are unable to improve existing systems and products and develop new systems and technologies in order to meet evolving customer demands, our business could be adversely affected. The market for body worn camera platforms continues to evolve in response to changing technologies, shifting customer needs and expectations and the potential introduction of new products. Competitors in this specific market with a focus on military and law enforcement include GoPro, Inc., Axon Enterprises Inc. and MOHOC, Inc. Continued evolution in the industry and technology shifts are creating opportunities for both established and new competitors. Competitors to AXA include Raytheon Company and L3 Technologies, Inc. Key competitive factors include: product performance; product features; product quality and warranty; total cost of ownership; data security; data and information work flows; company reputation and financial strength; and relationship with customers. In addition, our competitors could introduce new products with innovative capabilities, which could adversely affect our business. Many of these competitors are larger and have greater resources than us, and therefore may be better positioned to take advantage of economies of scale and develop new technologies. Some of these competitors are also our suppliers in some programs.

Growth Strategy Implementation; Ability to Manage Growth

The Company anticipates that significant expansion will be required to address potential growth in its customer base and market opportunities. The Company’s expansion is expected to place a significant strain on the Company’s management, operational and financial resources. To manage any material growth of its operations and personnel, the Company may be required to improve existing operational and financial systems, procedures and controls and to expand, train and manage its employee base. There can be no assurance that the Company’s planned personnel, systems, procedures and controls will be adequate to support the Company’s future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that the Company’s management will be able to successfully identify, manage and exploit existing and potential market opportunities. If the Company is unable to manage growth effectively, its business, prospects, financial condition and results of operations may be materially adversely affected.

Dependence upon Management and Key Personnel

The Company is, and will be, heavily dependent on the skill, acumen and services of the management of the Company, in particular Corby Marshall. The loss of the services of these key individuals, and certain others, for any substantial length of time would materially and adversely

F- 17

affect the Company’s results of operation and financial position (See “Management”). The Joint Venture agreement may be terminated in the event Corby Marshall is no longer an officer or director other than as a result of death or disability. Management and directors of the Company are not required to devote any specific number of hours to the Company.

Other Nonpublic Sales of Securities Likely

As part of the Company’s plan to raise additional capital, the Company will likely make offers and sales of its common stock and/or preferred stock to qualified investors in transactions which are exempt from registration under the 1933 Act, as amended, in the future. Other offers and sales of common stock or preferred stock may be at prices per share that are higher or lower than the price per share in this offering or higher or lower than the conversion rate of the share of this offering. The Company reserves the right to set prices at its discretion, which prices need not relate to any ascertainable criterion of value. There can be no assurance the Company will not make other offers at lower prices per share, when, at the Company’s discretion, such price is deemed by the Company to be reasonable under the circumstances. Additional future nonpublic sales of equity may result in dilution of shareholder interests in the Company.

Arbitrary Offering Price

The offering price of the common shares offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company. In determining the offering price, the Company considered such factors as the prospects, if any, for similar companies, the previous experience of management, the Company’s anticipated results of operations, the present financial resources of the Company and the likelihood of acceptance of this offering. Please review any financial or other information contained in this prospectus with qualified persons to determine its suitability as an investment before purchasing any shares in this offering.

Limited Market for Securities

The Company’s securities are not currently quoted on any recognized stock exchange or trading platform. Therefore, there is currently no market for the Company’s common stock is limited. There can be no assurance that a meaningful trading market will develop.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock. The Commission has recently adopted regulations under such Act, which defines penny stock to be any non-NASDAQ equity security that has a market price of less than $5.00 per share (as defined). Unless exempt, for any transaction in a penny stock, the new rules require the delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving the penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history and the customer's rights and remedies in case of fraud or abuse in the sale. Disclosure also has to be made about commissions

F- 18

payable to both the broker/dealer and the registered representative and current quotations of securities. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Non-NASDAQ stocks would not be covered by the definition of penny stock for (i) issuers who have $3,000,000 in tangible assets ($5,000,000 if the issuer has not been in continuous operation for three years); (ii) transactions in which the customer is an institutional accredited investor; and (iii) transactions that are not recommended by the broker/dealer.

Dividend Policy

To date, the Company has not declared or paid any cash dividends on its stock and do not anticipate paying cash dividends in the foreseeable future. The payment of cash dividends, if any, in the future will be at the sole discretion of the Board of Directors.

Control by Existing Management

Under the terms of the Company’s Articles of Incorporation filed with the Secretary of State of Nevada with respect to the rights, preferences and limitations of the common shares, each common shareholder is entitled to vote on any matters presented to stockholders of the Company. The present officers and directors of the Company will own approximately 48.6% of the issued and outstanding common shares and will continue to own approximately 31.1% if all of the shares offered hereunder are sold. As a result, purchasers of the common shares will have only a limited voice in the Company’s management, which is likely to be controlled by the present officers and directors of the Company. Although if all shares are sold management will not have actual 50% majority control, management is likely to vote as group and will still retain significant voting control of the Company. (See “Principal Shareholders” and “Description of Securities”).

Proceeds Applied to General Corporate Purposes - Management Discretion

Although a portion of the net proceeds of this prospectus are for specific uses, the balance will be available for working capital and general corporate purposes. Therefore, the application of the net proceeds of this offering is substantially within the discretion of the management. Investors will be relying on the Company’s management and business judgment based solely on limited information. No assurance can be given that the application of the net proceeds of this prospectus will result in the Company achieving its financial and strategic objectives.

Profitability

There is no assurance that we will earn profits in the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds required to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations, we may be required to reduce our sales and marketing efforts or forego certain business opportunities.

F- 19

The Company’s product features may infringe claims of third-party patents, which could affect its business and profitability adversely.

The Company cannot assure that its product features do not infringe on patents held by others or that they will not in the future.

If all or any portion of the Company’s services were found to infringe a patent, it could be required to restructure its payment system, stop offering its payment product altogether, or pay substantial damages or license fees to third party patent owners. Even if the Company prevails in a lawsuit, litigation can be expensive and can consume substantial amounts of management time and attention.

If the Company cannot keep pace with rapid technological developments to provide new and innovative programs, products and services, the use of its products and its revenues could decline.

Rapid, significant technological changes continue to confront the industry in which the Company operates. The Company cannot predict the effect of technological changes on its business. The Company expects that new technologies applicable to the industry in which it operates will continue to emerge. These new technologies may be superior to, or render obsolete, the technologies that the Company currently uses in its products. Incorporating new technologies into the Company products may require substantial expenditures and take considerable time, and ultimately may not be successful. In addition, the Company’s ability to adopt and develop new technologies may be inhibited by industry-wide standards, new laws and regulations, resistance to change from consumers or merchants, or third parties’ intellectual property rights. The Company’s success will depend on its ability to develop new technologies and adapt to technological changes, evolving industry standards as well as the regulatory environment.

If we are unable to maintain and promote our brand, our business and operating results may be harmed.

Management of the Company believes that maintaining and promoting our brand is critical to expanding our customer base. Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable and innovative services, which we may not do successfully. We may introduce new features, products, services or terms of service that our customers do not like, which may negatively affect our brand and reputation. Maintaining and enhancing our brand may require us to make substantial investments, and these investments may not achieve the desired goals. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, our business and operating results could be adversely affected.

Conflicts of Interest

Certain of our directors and officers are also directors and officers of other companies, and conflicts of interest may arise between their duties as our officers and directors and as officers and directors of such other companies. In addition, as applicable, such directors and officers will refrain from voting on any matter in which they have a conflict of interest.

F- 20

Going-Concern Risks

The financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financing or in achieving profitability.

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

F- 21

USE OF PROCEEDS

Our public offering of 5,000,000 shares is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $2.00. In addition to the current cash on hand, the table below depicts how we plan to utilize the proceeds in the event that 25%, 50%, 75% and 100% of the shares in this offering are sold; however, the amounts actually expended for working capital as well as other purposes may vary significantly and will depend on a number of factors, including the amount of our future revenues and the other factors described under “Risk Factors.” Accordingly, we will retain broad discretion in the allocation of proceeds of this Offering.

Number of shares sold	25%	50%	75%	100%
Gross proceeds from this Offering ⁽¹⁾⁽²⁾	$2,500,000	$5,000,000	$7,500,000	$10,000,000
Offering Costs	$70,000	$70,000	$70,000	$70,000
Net proceeds from this Offering	$2,430,000	$4,930,000	$7,430,000	$9,930,000
Operations	Nil	Nil	$2,000,000	$3,700,000
Software/Platform Development for head/body camera ⁽³⁾	$1,850,000	$1,850,000	$1,850,000	$1,850,000
Software/Platform Development for AXA	Nil ⁽⁴⁾	$2,500,000	$2,500,000	$2,500,000
Marketing & Advertising	$130,000	$130,000	$230,000	$455,000
Regulatory Matters (legal, and compliance)	$75,000	$75,000	$125,000	$250,000
Intellectual Property	$75,000	$75,000	$125,000	$175,000
General & Administrative	$100,000	$100,000	$300,000	$500,000
General Working Capital	$200,000	$200,000	$200,000	$500,000

(1) Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity. The Company will hire more employees and consultants and scale up its operations based on the amount of funds it has.

(2) Due to the uncertainties inherent in product development it is difficult to estimate with certainty the exact amounts of the net proceeds from this offering that may be used for the above purposes.

(3) Pursuant to the Joint Venture with Insight. 20% of the funds for research and design; 30% for building the early hardware prototypes; 17.5% for software platform development; 10% for product demonstrations and sales; 15% for final refinements and inputs from customers; and 7.5% for testing and certification.

(4) If the Company does not raise at least $2,000,000 it may not develop the AXA.

The above figures represent only estimated costs. There may be circumstances, however, where for sound business reasons a reallocation of funds may be necessary. Use of proceeds will be subject to the discretion of management.

Any funds we raise from our offering of 5,000,000 shares of common stock will be immediately available for our use and will not be returned to investors. We will not maintain an escrow, trust, or similar account for the receipt of proceeds from the sale of our shares. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. If that happens, you will lose your investment and your funds will be used to pay creditors .

This prospectus also relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders. We will receive no proceeds from the sale of shares by the Selling Shareholders of common stock registered in this offering.

F- 22

We have previously received approximately $659,425 from the sale of shares to the Selling Shareholders. The application of the proceeds of these private sales is at the discretion of management. In addition, we may receive additional proceeds upon the exercise of warrants issued in connection with these private placements. The application of any such proceeds from exercise of warrants is at the discretion of management.

This expected use of net proceeds from this offering and our existing cash represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development, the status of and results of input from consumers and merchants, regulatory matters and any collaborations that we may enter into with third parties for our product development, and any unforeseen cash needs.

F- 23

DETERMINATION OF THE OFFERING PRICE

The offering price of the 5,000,000 shares being offered has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

The price of the current offering is fixed at $2.00 per share. This price is significantly higher than the price paid by existing shareholders for common equity since the Company’s inception.

As of June 30, 2018, the net tangible book value of our shares of common stock was $471,850 or approximately $0.05 per share based upon 8,886,416 shares outstanding.

If 100% of the Shares Are Sold:

Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 13,886,416 shares to be outstanding will be $10,401,850 or approximately $0.75 per share. The net tangible book value per share prior to the offering is $0.05. The net tangible book value of the shares held by our existing stockholders will be increased by $0.70 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $2.00 per share to $0.75 per share.

After completion of this offering, if 5,000,000 shares are sold, investors in the offering will own approximately 36% of the total number of shares then outstanding for which they will have made cash investment of $10,000,000, or $2.00 per share. Our existing stockholders will own approximately 64% of the total number of shares then outstanding, for which they have fully paid contributions of cash totaling $659,425 or $0.074 per share.

If 75% of the Shares Are Sold

Upon completion of this offering, in the event 3,750,000 shares are sold, the net tangible book value of the 12,636,416 shares to be outstanding will be $7,901,850, or approximately $0.66 per share. The net tangible book value per share prior to the offering is $0.05. The net tangible book value of the shares held by our existing stockholders will be increased by $0.61 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $2.00 per share to $0.66 per share.

F- 24

If 50% of the Shares Are Sold

Upon completion of this offering, in the event 2,500,000 shares are sold, the net tangible book value of the 11,386,614 shares to be outstanding will be $5,401,850, or approximately $0.47 per share. The net tangible book value per share prior to the offering is $0.05. The net tangible book value of the shares held by our existing stockholders will be increased by $0.42 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $2.00 per share to $0.47 per share.

If 25% of the Shares Are Sold

Upon completion of this offering, in the event 1,250,000 shares are sold, the net tangible book value of the 10,136,614 shares to be outstanding will be $2,901,850 or approximately $0.29 per share. The net tangible book value per share prior to the offering is $0.05. The net tangible book value of the shares held by our existing stockholders will be increased by $0.22 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $2.00 per share to $0.29 per share.

Existing Shareholders if all Shares Sold Price per share	$	2.00
Net tangible book value per share before offering	$	0.05
Potential gain to existing shareholders	$	0.70
Net tangible book value per share after offering	$	0.75
Increase to present shareholders in net tangible book value per share after offering	$	0.70
Capital contributions	$	659,425
Number of shares outstanding before the offering		8,886,614
Number of shares after offering held by existing shareholders		8,886,614
Percentage of ownership after offering		64

Purchasers of Shares in this Offering if all Shares Sold

Price per share	$	2.00
Dilution per share	$	1.25
Capital contributions	$	10,000,000
Percentage of capital contributions		93.8
Number of shares after offering held by public investors		5,000,000
Percentage of ownership after offering		36

F- 25

Purchasers of Shares in this Offering if 75% of Shares Sold

Price per share	$	2.00
Dilution per share	$	1.34
Capital contributions	$	7,500,000
Percentage of capital contributions		91.8
Number of shares after offering held by public investors		3,750,000
Percentage of ownership after offering		29.7

Purchasers of Shares in this Offering if 50% of Shares Sold

Price per share	$	2.00
Dilution per share	$	1.53
Capital contributions	$	5,000,000
Percentage of capital contributions		88.3
Number of shares after offering held by public investors		2,500,000
Percentage of ownership after offering		21,9

Purchasers of Shares in this Offering if 25% of Shares Sold

Price per share	$	2.00
Dilution per share	$	1.71
Capital contributions	$	2,500,000
Percentage of capital contributions		79.1
Number of shares after offering held by public investors		1,25,000
Percentage of ownership after offering		12.3

F- 26

SELLING SHAREHOLDERS

The shares offered pursuant to this Prospectus are offered on the account of various shareholders (the “Selling Shareholders”). None of the Selling Shareholders hold or have held in the past three years any position, office, or other material relationship with the Issuer, except as provided below. The Selling Shareholders are not affiliated with or controlled by the Company. They purchased their shares in individual transactions in private placements from the Company and not with a view to sell or distribute those shares. They are consequently not "underwriters" within the meaning of the Securities Act of 1933, as amended.

The following table summarizes the shares held by the Selling Shareholders:

Name and position	Shares Beneficially Owned Prior to Offering	Shares Offered	Shares Beneficially Owned After Offering	Percentage Beneficially Owned ^1,2
Private Investors:
Jared Yu	145,000	145,000	`0`	`*`
1142981 B.C. Ltd.	62,500	62,500	`0`	`*`
Cayvan Consulting SEZC	32,500	32,500	`0`	`*`
Ben Grant	12,500	12,500	`0`	`*`
Nicholas Ayling	145,000	145,000	`0`	`*`
Jordan Tranel	15,000	15,000	`0`	`*`
Oceanside Strategies Inc.	75,000	75,000	`0`	`*`
Jared Yu	125,000	125,000	`0`	`*`
Steven Ferry	15,000	15,000	`0`	`*`
Cayvan Consulting SEZC	82,500	82,500	`0`	`*`
1142981 B.C. Ltd.	62,500	62,500	`0`	`*`
Ben Grant	12,500	12,500	`0`	`*`
Nicholas Ayling	125,000	125,000	`0`	`*`
David Zadak	100,000	100,000	`0`	`*`
Jordan Tranel	15,000	15,000	`0`	`*`
Oceanside Strategies Inc.	250,000	250,000	`0`	`*`
Shou-Su Yu	300,000	300,000	`0`	`*`
Cayvan Consulting SEZC	65,000	65,000	`0`	`*`
Nicholas Ayling Law Corporation	250,000	250,000	`0`	`*`
Ben Grant	27,500	27,500	`0`	`*`
I Financial Ventures Group LLC	380,000	380,000	`0`	`*`
David Zadak	200,000	200,000	`0`	`*`
Jordan Tranel	33,000	33,000	`0`	`*`
Steve Hall	2,000	2,000	`0`	`*`
Tsun Yee Law	10,000	10,000	`0`	`*`
Oceanside Strategies Inc.	20,000	20,000	`0`	`*`
Alice Black	31,250	31,250	`0`	`*`
Cayvan Consulting SEZC	16,250	16,250	`0`	`*`
DAT Holdings Inc.	10,000	10,000	`0`	`*`

F- 27

Ben Grant	6,250	6,250	`0`	`*`
Nicholas Ayling Law Corporation	62,500	62,500	`0`	`*`
Atul Sabharwal	10,000	10,000	`0`	`*`
Jared Yu	62,500	62,500	`0`	`*`
Jordan Tranel	8,000	8,000	`0`	`*`
Teng Fei Liu	6,000	6,000	`0`	`*`
Joseph Ng	10,000	10,000	`0`	`*`
Jian Lin	20,000	20,000	`0`	`*`
Cambridge Consultants Inc.	10,000	10,000	`0`	`*`
Amber Primose	3,000	3,000	`0`	`*`
Rufat Abramov	8,000	8,000	`0`	`*`
Elbert Kwak	10,000	10,000	`0`	`*`
David Cleave	20,000	20,000	`0`	`*`
Helen Tin	6,000	6,000	`0`	`*`
Randall Van Eijnsbergen	30,000	30,000	`0`	`*`
Manuel Bally	40,000	40,000	`0`	`*`
Brandace A. Hughes	10,000	10,000	`0`	`*`
GPL Ventures LLC	20,000	20,000	0	*
Richard Primrose	3,000	3,000	0	*
LMK Inc.	10,000	10,000	0	*
Adam Cegielski	8,000	8,000	0	*
Buckingham Group Limited	10,000	10,000	0	*
Crystal Carson	10,000	10,000	0	*
Total	3,005,250	3,005,250	`0`	`0%`

* Less than 1%

____________________________

(1) Based on 8,886,416 shares outstanding as of June 30, 2018.

(2) BENEFICIAL OWNERSHIP: Shares held include all shares beneficially owned by the respective selling stockholder. 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 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.

F- 28

PLAN OF DISTRIBUTION

Offering by Company

This is a self-underwritten offering and our officers and directors will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to them for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, they will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer:

1. Our officers and directors not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. Our officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

3. Our officers and directors are not, nor will be at the time of their participation in the offering, an associated person of a broker-dealer; and

4. Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or intends primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) are not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Under Paragraph 3a4-1(a)(4)(iii), our officers and directors must restrict their participation to any one or more of the following activities:

(A) Preparing any written communication or delivering such communication through the mail or other means that does not involve oral solicitation by our officers and directors of a potential purchaser; provided, however, that the content of such communication is approved by our officers and directors;

(B) Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or

Our officers and directors do not intend to purchase any shares in this offering.

Hawkeye Systems, Inc. will receive all proceeds from the sale of the 5,000,000 shares being offered, with no minimum purchase requirement. The price per share is fixed at $2.00 for the

F- 29

duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the OTCQB. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.

Offering by Selling Shareholders

The common stock offered pursuant to this Prospectus by selling shareholders may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers at a price range of $2.00 to $4.00 per share in negotiated transactions or on whatever market is available. In the event the Company is listed on a qualifying market the selling shareholders may sell their shares at prevailing market prices.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the registration or qualification requirement is available and complied with.

We will pay all of the expenses incident to the registration, offering, and sale of the shares to the public other than commissions or discounts of underwriters, broker-dealers, or agents. This does not include payment for any costs or expenses incurred by selling shareholders related to ownership or sales of their shares.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

Penny Stock Rules

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system).

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the

F- 30

Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

BLUE SKY RESTRICTIONS ON RESALE

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

F- 31

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 400,000,000 shares of common stock with a par value $0.0001 per share. As of the date of this prospectus, there were 8,886,416 shares of our common stock issued and outstanding held by 43 shareholders of record and no shares of preferred stock were issued or are outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our common stock.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

We do not have any outstanding shares of preferred stock, but the Company is authorized to issue up to 50,000,000 shares of preferred stock. The shares of Preferred Stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the board of directors. The board of directors is expressly vested with the authority to determine and fix in the resolution or resolutions providing for the issuances of Preferred Stock the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Nevada.

Share Purchase Warrants

In connection with a private placement pursuant to which we sold 2,438,666 shares of our common stock at $.15 per share, we have (i) 2,438,666 Series A Warrants outstanding issuable at an exercise price of $.30 per share; (ii) 2,438,666 Series B Warrants outstanding issuable at an exercise price of $.50 per share; (iii) 2,438,666 Series C Warrants outstanding issuable at an exercise price of

F- 32

$1.00 per share; and (iv) 2,438,666 Series D Warrants outstanding issuable at an exercise price of $2.00 per share. All A, B and C warrants expire on June 30, 2019 and the D warrants expire on June 30, 2020

In connection with a private placement pursuant to which we sold 472,750 shares of our common stock at $.50 per share, we have (i) 945,500 Series A Warrants outstanding issuable at an exercise price of $1.00 per share; and (ii) 945,500 Series B Warrants outstanding issuable at an exercise price of $2.00 per share. The Series A warrants expire on June 30, 2019 and the Series B warrants expire on June 30, 2020.

All warrants provide that no shareholder may exercise warrants resulting in their ownership of more than 5% of the outstanding stock at any given time.

Options

We have not issued and do not have any outstanding options to purchase shares of our common stock.

Transfer Agent

The Company’s transfer agent is Dynamic Stock Transfer, Inc., 14542 Ventura Blvd., Suite 205, Sherman Oaks, California 91403 (www.dynamicstocktransfer.com). The telephone is (818) 465-3422 and their fax is (818) 465-3081.

Convertible Securities

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock other than the warrants referenced above.

Market for Our Shares of Common Stock

As of the date of this filing, there is no public market for our securities. There has been no public trading of our securities, and, therefore, no high and low bid pricing. As of the date of this prospectus, we have 43 shareholders of record.

We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing service, market or exchange. Although the OTCQB does not have any listing requirements to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC. Market makers are not permitted to begin quotation of a security of an issuer that does not meet this requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the

F- 33

date of this filing, there have been no discussions or understandings between the Company and any market maker regarding participation in a future trading market for our securities.

Rule 144 Shares

As of the date of this prospectus, we have issued 8,886,416 shares of common stock. These shares are currently restricted from trading under Rule 144.

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

•

1% of the number of shares of common stock then outstanding, which will equal approximately ____________ shares immediately after this offering; or

•

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

F- 34

DESCRIPTION OF BUSINESS

General

We were incorporated on May 15, 2018 in the State of Nevada. From inception until the date of this filing we have had limited operating activities, primarily consisting 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, and (vi) advancing the products with the U.S. military.

The Company is a technology company that is developing cutting edge optical imaging products for military and law enforcement markets to assist with intelligence, surveillance and reconnaissance (“ISR”). Other potential markets include commercial entertainment and outdoor sportsmanship activities. This “SOCOM to Commercial” model (United States Special Operations Command to Commercial) has worked well for other companies such as Oakley and Camelbak.

Our financial statements from inception on May 15, 2018 through our fiscal period ended June 30, 2018 report no revenues and a net loss of $42,375. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Our business office is located at 7119 W. Sunset Blvd, #468, Los Angeles, CA 90046. (310) 606-2054. Our telephone number is (310) 606-2054 and our website is currently under development.

Business Description

To date, the Company has contributed $150,000 of cash towards the Joint Venture. The Joint Venture is currently developing a wide field of view, single lens virtual reality imaging product.

Initially, these products are being designed to be able to be mounted to law enforcement and/or military personnel to record and stream high resolution images to a wifi or Bluetooth network, when required.

The Joint Venture also retained Terminal Horizon Operations and Resourcing, Inc. (doing business as “Thor International”). Thor International is led by Mr. Doug Orman and Mr. Jim Spence, both

F- 35

of which served as U.S. Army Special Forces Lieutenant Colonels. Thor International is assisting the Joint Venture with the CRADA and IWP (as defined herein).

On August 1, 2018 the Joint Venture and Insight entered into an exclusive and worldwide license for military and law enforcement purposes (the “License”) to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs. The License is also subject to a five (5%) percent net sales royalty payable to Insight. The License will allow the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view. The Joint Venture will develop additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use.

The Board of Managers of the Joint Venture consists of Corby Marshall from the Company and Lucas Foster from Insight. If the Joint Venture has not achieved at least $1,500,000 in gross revenues and/or failed to file a patent application with respect to the licensed technology on or prior to the third anniversary of the date of entering into the Joint Venture (August 1, 2018) or has not achieved at least $7,500,000 in total sales on or prior to the fifth anniversary then Insight at its option may terminate the License.

A longer-term plan for the Joint Venture, through Insight, is to develop a next-gen version of Aerial PTZ (pan-tilt-zoom) cameras during long military surveillance flights - there are thousands of such PTZ camera balls in use with the U.S. Military. We call this the “AXA” platform. The AXA will entail the development of a larger ground and aerial platform-based stabilized system that is of Size, Weight and Power to allow for Ground Vehicular, Manned and Unmanned Aerial Systems deployment based on a networked system of similar or greater technical camera capabilities.

The AXA is intended to provide the military and law enforcement customer with a 360-degree, user-defined and customized, field of view in real-time that is exportable to multiple users or group outputs through various platforms simultaneously. The AXA will also provide geo-location and range data to assist/confirm the objective imagery continuously.

Use of Proceeds for the Joint Venture

The Joint Venture intends to use the $2,000,000 ($150,000 has been contributed to date) that the Company will contribute over the 12-month period for the following purposes related to the head/body camera:

 20% of the funds for research and design;

 30% for building the early hardware prototypes;

 17.5% for software platform development;

 10% for product demonstrations and sales;

 15% for final refinements and inputs from customers; and

 7.5% for testing and certification.

F- 36

Research and Development

Through the Joint Venture, the Company is conducting research and development for the further development of this imaging system for the body/head camera platform. The milestones over the next 12-months are:

 Design the single lens platform;

 Develop hardware design and source components;

 Sign a binding agreement with the imaging sensor provider;

 Produce working prototype(s); and

 Get user/client feedback on use cases and user requirements.

F- 37

Longer-Term Plan

A longer-term plan for the Joint Venture, through Insight, is to develop a next-gen version of Aerial PTZ cameras for use during long-duration military surveillance flights - there are thousands of such PTZ Balls in use with the US Military. We call this the “AXA” platform. The AXA will entail the development of a larger ground and aerial platform-based system that is of Size, Weight and Power to allow for Ground Vehicular, Manned and Unmanned Aerial Systems deployment based on a networked system of similar or greater technical camera capabilities.

Our research and development initiatives focus on next generation technology. We continue to develop new technologies to enhance existing products and services, and to expand the range of our offerings through research and development, licensing of intellectual property and acquisition of third-party businesses and technology.

Through Thor International, the Joint Venture is able to leverage a Cooperative Research and Development Agreement (the “CRADA”) with U.S. Special Operations Command (“USSOCOM”). The CRADA allows companies to work with USSOCOM to conduct research and development and utilize some of its facilities, vehicles, and personnel.

The Joint Venture is currently in discussions with the Joint Special Operations Command (“JSOC”) and after a presentation and demonstration with JSOC, the Joint Venture intends to advance its research and development with JSOC and ultimately achieve a Rapid Prototyping Project contract agreement that will provide for government-funded accelerated product improvement and enable mature technology to scale across the USSOCOM Enterprise and the Department of Defense Service Components. In July 2018, the Joint Venture conducted a field demonstration of the head/body camera platform to JSOC and also had a discussion regarding the capabilities of the AXA and JSOC’s requirements for the AXA.

JSOC is a sub-unified command of USSOCOM. JSOC is charged to study special operations requirements and techniques, ensure interoperability and equipment standardization, plan and conduct special operations exercises and training, and develop joint special operations tactics. JSOC is the United States’ premier military counter-terrorism force.

Through the CRADA, this project includes an individual work plan (“IWP”) with JSOC that is set to meet conditions of transition by the end of calendar year 2018. The IWP is in current and active staffing with SOCOM Program Executive Office-Fixed Wing (PEO-FW) as a sponsor. Deliberate and collaborative staffing actions and discussion are on-going with formal In-Progress Reviews (IPR).

The IWP sets out what the parties (JSOC and Thor International) intend to achieve in the presentation, modification and implementation of the Joint Venture products. Throughout the

F- 38

IWP, Thor International is required to submit progress reports to JSOC for its review. With regards to the AXA, the Company intends to advance the Joint Venture’s technology offering to the point of receiving a purchase contract from JSOC.

The following illustrates the steps included in a Thor International CRADA approach.

The CRADA Process provides a technology integration deliberate research and development path with a government customer which progresses toward a transitional assessment.

F- 39

Intellectual Property

The Joint Venture currently has a license to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs, for military and law enforcement purposes. The License will allow the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view. The Joint Venture will develop additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use. As research and development is undertaken by the Joint Venture it will protect its intellectual property with U.S. and foreign patents and trademarks.

Hawkeye’s Position in the Industry and Competitiveness

The Hawkeye camera platform is being developed to greatly enhance the quality of imaging on body worn camera platforms. We believe it will be different than our competitors because our

F- 40

system will produce up to a 4 p steradian (depending on mounting position) image in nearly 8K resolution in both the visible light and infrared spectrums and will offer separate end-user customizable viewing in real-time. Currently, we believe there is a need for much better imaging in the law enforcement and military communities where body/head cameras are regularly utilized.

The AXA camera system provides an immediate two-fold revenue opportunity due to competitive technology superiority through our interaction with JSOC. First, the AXA camera is fundamentally a linked set of cameras—which we call “Fly’s Eyes” — that have a high field-of-view (“FOV”) in each lens that can be stitched together almost instantaneously with the Insight software. As such, the individual camera lens can be utilized in both separate and collective configurations. This creates the opportunity for a single, lightweight camera with 6 degrees of freedom and a 4 p Steradian Field-of-View to be marketed. The 2 ^nd revenue opportunity is to the AXA camera employment as a collective set of cameras in one fixed unit that provides the additional feature of being able to mensurate a position in a given time and space. We will first discuss the Hawkeye competitive position in Industry with respect to the body worn camera.

The market for body worn camera platforms continues to evolve in response to changing technologies, shifting customer needs and expectations and the potential introduction of new products. Even more importantly is the fact that the body camera market is being driven by litigation and government policy positions that require the use and capture of video streaming by law enforcement and military personnel. As a consequence, not only is the market open to technology insertion but the consumer stakeholders are also in a ‘must-buy’ situation.

Competitors in this specific market with a focus on military and law enforcement include Axon Enterprises Inc., GoPro, Inc., and MOHOC, Inc. Continued evolution in the industry and technology shifts are creating opportunities for both established and new competitors. Key competitive factors include: product performance; product features; product quality and warranty; total cost of ownership; data security; data and information work flows; company reputation and financial strength; and relationship with customers. However, no camera is providing a linkable feed opportunity that can provide command and control manipulation from an operations center without losing video capture feed from the originating camera position—meaning, where the camera was originally oriented. Additionally, the value of Fly’s Eye camera in a body-worn configuration is that it can be developed to link similar views of perspective—this can be thought of in terms of a buddy-system employment of a group of cameras in close proximity to one another as they would be configured in a patrolling nature or during routine law enforcement activities. This provides the opportunity for the view audience or audiences to ‘FLOW’ the camera to a view that is peripheral and outside the view of the human eye for early warning or post-event capture analysis. For a military or law enforcement return on investment the Fly’s Eye camera provides a way to multiply the view and presence of the deployed force in a sector by literally providing them ‘eyes in the back of their head’. Post-arrest or detention this camera creates the ability to demonstrate threats that were present at the scene or 3 ^rd party influencers (riot instigators, crowd actions, etc.) that are not currently available in a traditional Field-of-View camera.

The second revenue opportunity is from the collective camera configuration of the AXA system. This configuration allows for an immersive experience from the feed of multiple camera lenses and creates an immediate and sustained 4 p steradian field of view that can be customized to single

F- 41

or multiple viewer desired perspectives depending on the viewers peripheral platforms, such as Oculus-like headset, steradian dome viewers, etc. The additional value proposition of the AXA collective camera system is that because at least three (3) camera lenses are in a fixed-point position to a viewing area a mensuration of any point in the space of the field can be determined. This means the military or law enforcement operations center can quickly allocate available assets to a location that is in the viewing area of the AXA system in any direction. Also, with the advancement of the collective lens the light levels required to form a picture will also be reduced, therefore allowing for the capture of imagery during periods of limited visibility.

Overall, the AXA collective and individual camera system provide the Intelligence, Surveillance and Reconnaissance defense and law enforcement sector with, as yet, unforeseen customizable, multi-person consumable imagery in a 3D format that creates a live-virtual experience that can be practically exploited for training, operational targeting and protective early warning. Optical Flow in conjunction with Thor International is leading the ISR industry technology integration with the most selective and capable military customer in the US Department of Defense.

Background Information on Employment Platforms—Manned and Unmanned Aerial Systems, Mobile and Static Ground surveillance systems, and Surface and Sub-Surface Maritime vessels and equipment.

The AXA camera system is platform agnostic. The size, weight and power configuration of the collective camera system as it is realized today allows it to be employed in/on/from air, ground and water-based surface platforms. The market is wide open in each of these environmental areas, however, we believe the Unmanned Aerial System (“UAS”) market is prepared foremost to accept, employ and realize the post-production advantages of the AXA camera system. Our best demonstration of this assessment is the realization of the USSOCOM JSOC CRADA IWP rapid advancement towards a transitional concept.

UAS

The market for small UAS has grown significantly since the early 2000s driven largely by the demands associated with the global threat environment and the resulting procurement by military customers, the early adopters for this technology. Small UAS now represent an accepted and enduring capability for the military. The U.S. military’s transformation into a smaller, more agile force that operates via a network of observation, communication and precision targeting technologies accelerated following the terrorist attacks of September 11, 2001, as it required improved, distributed observation and targeting of enemy combatants who operate in small groups, often embedded in dense population centers or dispersed in remote locations. We believe that UAS, which range from large systems, such as Northrop Grumman’s Global Hawk and General Atomics’ Predator , Sky Warrior , Reaper and Gray Eagle , to small systems, such AeroVironment’s Raven, Wasp AE, Puma AE and Snipe , serve as integral components of today’s military force. These systems provide critical observation and communications capabilities serving the increasing demand for actionable intelligence, while reducing risk to individual “warfighters.” Small UAS can provide real-time observation and communication capabilities to the small units who control them.

F- 42

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 four (4) directors consisting of Corby Marshall (CEO & CFO), Yale Peebles, Larry Iwanski, and Nicholas Lin. The Joint Venture currently has Corby Marshall and Lucas Foster as its managers and it also has several vendors who are currently assisting with development of the body worn camera platform. The Joint Venture has also retained Thor International which consists of Doug Orman and Jim Spence.

Our officers and directors currently donate their time to the development of the Company, and intend to do whatever is necessary in order to bring us to the point of earning revenues. We have no other employees, however we do foresee hiring employees and consultants in the future. We also plan to engage independent contractors and sub-contractors to design and develop our website, manage our internet marketing efforts and for the development of the payment processor.

The Joint Venture will continue to hire employees and contractors and license and acquire technologies in order to complete the research and development of the body and head camera and in the future, the AXA.

Legal Proceedings

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. If we realize 50% participation or higher in this Offering, we will use some of the resulting proceeds to establish offices of our own.

F- 43

RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently not listed on the OTCQB or any securities exchange. There is no guarantee our common stock will ever meet the requirements for listing on the OTCQB or a securities exchange.

Holders of Common Stock

As of the date of this prospectus, we had 43 shareholders of record of our common stock.

Dividend Policy

We have never declared or paid cash dividends. We intend to retain earnings, if any, to support the development of the business and therefore, do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

F- 44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

ACCOUNTING AND AUDIT PLAN

We intend to continue to have our financial statements reviewed or audited by BF Borgers CPA PC, our independent auditor. Our independent auditor is expected to charge us approximately $2,500.00 to review our quarterly financial statements and approximately $7,500.00 to audit our annual financial statements. In the next twelve months, we anticipate spending at least $15,000.00 for our accounting and audit requirements.

SEC FILING PLAN

We will be required to file annual and periodic reports subsequent to the effectiveness of this Form S-1. This means that we will file documents with the United States Securities and Exchange Commission.

We expect to incur filing costs of approximately $1,000 per quarter to support our quarterly and annual filings. In the next twelve months, we anticipate spending approximately $25,000 for legal costs in connection with our three quarterly filings and annual filing.

RESULTS OF OPERATIONS INCEPTION TO DATE

We have had no operating revenues since our inception on May 15, 2018 through the date of this prospectus. Our activities have been financed by the proceeds of share subscriptions. From our inception to the date of this prospectus we have raised a total of $659,425 from private offerings of our common stock.

Total expenses in the period of inception to June 30, 2018 were $42,375. The operating loss for the period is a result of legal and professional fees required to form the Company and complete the joint venture and licensing arrangements.

F- 45

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2018 was $334,650. We believe these cash reserves are sufficient to cover our expenses for the third quarter of 2018. If we cannot raise any additional financing prior to the expiration of this timeframe, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing. Our current negative cash flow per month is less than $15,000, but will significantly increase after this offering as we commence further development of our products.

We are an emerging growth company and have generated no revenue to date. Under a limited operations scenario to maintain our corporate existence, we believe we currently have sufficient funds on hand over the next 12 months to complete our regulatory reporting and filings. However, we will require maximum participation in this Offering to implement our complete business plan. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus.

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

Our plan of operations over the 12 month period following the successful completion of our offering is to continue to develop our products. We estimate our annual cost will be approximately of $100,000 for being a “reporting issuer” under the Securities Exchange Act of 1934. In order to complete the development of our 360-degree head/body camera, the Company expects that it will need at least $1,850,000 pursuant to the Joint Venture.

GOING CONCERN CONSIDERATION

We have not generated any revenues since inception. As of June 30, 2018 the Company had accumulated losses of $43,375. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this prospectus, there are no off-balance sheet arrangements.

F- 46

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

The financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. generally accepted accounting principles.

Year End:

The Company has adopted June 30 as its fiscal year end.

Use of Estimates:

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents:

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. The company considers short-term, highly liquid investments that are readily convertible to known amounts of cash and that are so near their maturity that they present insignificant risk of changes in value because of changes in interest rate to be cash equivalents.

Income Taxes:

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. As of June 30, 2018, the Company reviewed its tax positions and determined there were no outstanding tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

Stock Subscription Receivable:

This balance relates to capital stock issued during the period for which payment has not been received by the Company at year end.

Net Loss per Share:

Net income (loss) per common share is computed and presented in both basic and diluted earnings per share (“EPS”) on the face of the income statement.

F- 47

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Commitments and Contingencies:

Management of the Company is not aware any commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Foreign Currency translation:

The Company’s functional and reporting currency is the US dollar. Foreign exchange items are translated to US dollars using the exchange rate prevailing at the balance sheet date. Monetary assets and liabilities are translated using the exchange rate at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Recent Accounting Pronouncements:

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F- 48

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors and Officers currently serving our Company is as follows:


Name ¹	Age	Positions and Offices

Corby Marshall Yale Peebles Nicholas Lin	49 53 31	Chief Executive Officer. Chief Financial Officer and Director Director Director
Lawrence Iwanski	51	Director

(1) All officers and directors c/o Hawkeye Systems, Inc., 7119 W. Sunset Blvd, #468, Los Angeles, CA 90046

The Director and Officers named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, Directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.

Corby Marshall, Chief Executive Officer, Chief Financial Officer and Director

Corby Marshall is the founder, chief executive officer and director of Hawkeye Systems, Inc. Mr. Marshall is also chief executive officer of Hilltop Cybersecurity Chief Executive Officer of Hilltop Cybersecurity Inc. (CSE: CYBX) and the chief executive officer of Hilltop Security, Inc. 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.

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.

Yale Peebles, Director

Mr. Peebles has focused his career on corporate development and strategy leading the function at a senior level for various corporations with a broad depth of industries and specialized start up knowledge.

As Vice President of Corporate Development and Strategy at Chromatin Inc., he spearheaded domestic and international acquisitions, partnerships and joint ventures. His strategic planning included formation of a Sino-American JV for Nature’s Sunshine Products. And as the Vice President of Strategy at Guilford Mills, a private equity portfolio company, he was instrumental in successfully positioning and selling of the private equity portfolio companies.

F- 49

Mr. Peebles career began at Bain and Company after graduating from The Wharton School, University of Pennsylvania, MBA program. Prior to that Yale graduated from the United States Military Academy at West Point, after which he served as an armor officer in the U.S. Army.

Mr. Peebles also serves on the board for Recycled Hydro Solutions Inc.

Larry Iwanski, Director

Mr. Iwanski brings more than 25 years of experience providing organizations with advisory, financial crimes advisory, fraud and investigative services, and operational and organizational leadership. In that time, he has worked across many industries, concentrating in financial services, manufacturing, logistics, construction and government.

Prior to joining Alvarez & Marsal, a consulting firm consisting of professionals involved in restructuring, tax, disputes and investigations, regulatory, and valuation, he was an Executive Director at a Big Four consulting firm, providing advisory and investigative services in the financial crimes arena. He was the Southeast Market Segment Leader for Anti-Money Laundering and Financial Crimes. Additionally, he served as Leader of the Financial Crimes Accounts Team.

He began his career in the U.S. Army as an UH-1 (Huey) and UH-60 (Blackhawk) helicopter pilot and test pilot. Mr. Iwanski is currently a Colonel in the U.S. Army Reserves and holds a U.S. Department of Defense Security Clearance.

Mr. Iwanski earned a bachelor's degree in economics from the United States Military Academy at West Point and a master's degree in accountancy from the University of Notre Dame. He is a Certified Public Accountant (CPA) licensed in Georgia and North Carolina, a Certified Anti-Money Laundering Specialist (CAMS), a Certified Anti-Money Laundering and Fraud Professional (CAFP) through the American Bankers Association, and holds the Certified in Financial Forensics (CFF) credential through the American Institute of Certified Public Accountants (AICPA). He is a member of the AICPA and the Association of Certified Anti-Money Laundering Specialists (ACAMS).

Nicholas Lin, Director

Nicolas Lin serves as Chief Executive Officer of Technovative Group, Inc. where he’s responsible for the overall growth strategy of the Company. Nicolas also serves as an Executive Director of Moxian, Inc., a Nasdaq-listed company. He is also a Director of Asia Pacific at TAG Asia Partners LLC, a New York based boutique investment bank. Between 2012 to 2017, Mr. Lin was a Manager at 8i Capital Limited, where he was involved in advising businesses to list in the United States and London, fund-raising and restructuring work. During his time at 8i Capital, Mr. Lin also served as a Director at Rebel Group, Inc., where he was focused on restructuring the business for its listing in United States. Prior to 8i Capital, from 2011 to 2012, Mr. Lin was an analyst at Chance Investment Inc., advising Chinese businesses on acquisition and fund-raising. Until 2012, he was the legal associate at FM Holdings Limited, where he was actively involved in the company’s restructuring and debt-financing.

F- 50

Mr. Lin graduated from Queen Mary, University of London with LLB.

THOR INTERNATIONAL

Doug Orman

Doug Orman served as a US Army Special Forces Lieutenant Colonel resulting in over 25 years of governmental experience in US national security, policy, and stability operations. Doug has deployed and operated at the highest level of US National Security policy and implementation during Special Event protection, Crisis Response activities, and Operational Campaigns in Europe, Africa, and the Middle East. He holds a Bachelor of Science degree in Mechanical Engineering from the United States Military Academy at West Point and a Master’s Degree in National Defense Security Analysis studies of Irregular Warfare from the US Naval Postgraduate school. Mr. Orman also speaks Portuguese.

His professional military career included numerous awards and decorations including the Bronze Star, Joint Meritorious Unit Citation for his command in combat, and the National Intelligence Commendation Medal for Special Event activities in support of the US participation in the South African 2010 World Cup. As a qualified US Senior Airborne Parachutist and Jumpmaster, Mr. Orman completed over 75 combat-equipment Airborne Insertions and achieved both Ranger and Special Forces Qualifications. He has served and commanded Special Forces Units in Combat, Operational Task Force deployment and Joint International Exercises throughout the world.

Doug Orman is now the Chief Executive Officer and President of Thor International. As a technology innovation systems integrator and services provider, Thor International provides US National Security services support to classified projects for the United States Special Operations Command as part of the SOCOM Worldwide Mission Support (SWMS) contract. Thor International also provides Mission Support and is an R&D Integrator for RPP’s from USSOCOM. Thor International also provides Big Data Information Technology services and Data Warehousing software integrations as they impact the warfighting requirements of the Department of Defense.

Jim Spence

Jim Spence is the chief financial officer of Thor International. Mr. Spence’s credentials include the achievement of an MBA while selflessly serving the United States Army in the Special Forces for over 22 years. He also has the distinguished honor of assisting our next generation of service members as a professor of military science at Michigan Tech University in Houghton, Michigan.

Insight Engineering, LLC

Lucas Foster has produced or supervised more than 50 feature films, including Bad Boys, Crimson Tide, Dangerous Minds, The Mask of Zorro, Enemy of the State, Man on Fire, Mr. & Mrs. Smith

F- 51

and Law Abiding Citizen, among many others. Mr. Foster has managed dozens of projects and project teams numbering in the thousands, through completion.

Mr. Foster is a storyteller, filmmaker and businessman with many years of experience in development, production, marketing and distribution of films and television programs. Mr. Foster started the Warp Group of companies which have been in business for over 20 years. Mr. Foster is also the co- founder of HeadcaseVR – a leading edge virtual reality technology company.

Mr. Foster attended UCLA and Princeton University, where he studied applied sciences, and attended film school. Mr. Foster has spoken at the American Film Institute, UCLA Film School, USC Film School, New York University, the Tisch School of the Arts at NYU, Digital Hollywood, and at the Nokia Forum and various other content and media organizations concerned with the future intersection of media and technology.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to its Director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regards to each director’s business and personal activities and relationships as they may relate to us and our management.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

We currently have no other significant employees.

RELATED PARTY TRANSACTIONS

None.

CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Directors collectively. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early

F- 52

development stage company, and to date, the Directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our Directors have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

F- 53

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our officers and directors for all services rendered in all capacities to us for the fiscal periods indicated.

		Annual Compensation			Long-Term Compensation Awards
Name and Principal Position	Inception to June 30, 2018	Salary ($)*	Bonus ($)	Other Annual Compensation ($)	Securities Underlying Options (#)
Corby Marshall, Chief Executive Officer, Chief Financial Officer and Director		$0.00	$0.00	$0.00	None
Yale Peebles, Director		$0.00	$0.00	$0.00	None
Nicholas Lin, Director		$0.00	$0.00	$0.00	None
Larry Iwanski, Director		$0.00	$0.00	$0.00	None

Our Directors have not received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to Directors serving on our Board of Directors.

STOCK OPTION GRANTS

We have not granted any stock options to our officers or directors since our inception. Upon the further development of our business, we will likely grant options to directors, officers, employees, and consultants consistent with industry standards for businesses similar to ours.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreement and has no compensation agreement with any of its officers or directors.

F- 54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 8,886,416 shares of our common stock issued and outstanding as of June 30, 2018. We do not have any outstanding warrants, options or other securities exercisable for or convertible into shares of our common stock.

Title of Class	Name and Address of	Number of Shares	Percent of
	Beneficial Owner	Owned Beneficially	Class Owned

Common Stock	Corby Marshall (1)	3,000,000	33.7%
Common Stock	Yale Peebles (1)	500,000	5.6%
Common Stock	Nicholas Lin(1)	500,000	5.6%
Common Stock	Larry Iwanski(1)	382,500 (2)	4.2%

All Executive Officers and Directors as a Group (4 persons)		4,382,500	47.9%

(1) c/o Hawkeye Systems, Inc. 7119 W. Sunset Blvd, #468,Los Angeles, CA 90046.

(2) Consists of 166,500 shares of common stock issuable directly to Mr. Iwanski and 266,000 shares issuable upon the exercise of warrants.

F- 55

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Hawkeye Systems, Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Cutler Law Group, P.C. has rendered an opinion with respect to the validity of the shares of common stock covered by this prospectus. BF Borgers CPA PC, our independent registered public accountant, has audited our financial statements for the period from inception to June 30, 2018, included in this prospectus and registration statement.

WHERE YOU CAN FIND MORE INFORMATION

We filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, for the shares of common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F. Street, N.E., Washington, DC 20549-6010, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and

F- 56

Exchange Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov .

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

BF Borgers CPA PC, is our registered independent auditor. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

F- 57

Hawkeye Systems, Inc.

Index to Financial Statements

For the period from May 15, 2018 (inception) to June 30, 2018

	Pages

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheet as of June 30, 2018	F-2

Statement of Operations for the period from May 15, 2018 (inception) to June 30, 2018	F-3

Statement of Stockholders’ Equity for the period from May 15, 2018 (inception) to June 30, 2018	F-4

Statement of Cash Flows for the period from May 15, 2018 (inception) to June 30, 2018	F-5

Notes to the Financial Statements	F-6 to F-9

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 balance sheet of Hawkeye Systems, Inc. (the "Company") as of June 30, 2018, the related statement of operations, stockholders' equity (deficit), and cash flows for the period from May 15, 2018 (inception) to June 30, 2018, 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, 2018, and the results of its operations and its cash flows for the year 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 2 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

August 27, 2018

F- 1

Hawkeye Systems, Inc.

Balance Sheet

	June 30, 2018

Assets
Current assets:
Cash and cash equivalents	`$` `334,650`

Total current assets	`334,650`

Investment in joint venture (Cost: $150,000)	`150,000`

Total Assets	`$` `484,650`

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable and accrued liabilities	`$` `12,800`

Total current liabilities	`12,800`

Total liabilities	`12,800`

Preferred stock, $0.0001 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2018	`-`
Common stock, $0.0001 par value, 400,000,000 shares authorized, 8,886,416 shares issued and outstanding as of June 30, 2018	`889`
Additional paid-in capital	`655,836`
Stock subscription receivable	`(142,500)`
Accumulated deficit	`(42,375)`

Total stockholders’ equity	`471,850`

Total Liabilities and Stockholders’ Equity	`$` `484,650`

The accompanying notes form an integral part of these financial statements.

F- 2

Hawkeye Systems, Inc.

Statement of Operations

	For the period from May 15, 2018 (inception) to June 30, 2018


Revenue	`$` `-`

Expenses:
General and administrative expenses	`1,075`
Legal and professional expenses	`41,300`

Total expenses	`42,375`

Unrealized gain/(loss) on joint venture	`-`

Net loss	`$` `(42,375)`

Net loss per share – basic	`$` `(0.010)`

Net loss per share – diluted	`$` `(0.004)`

Basic weighted average shares outstanding	`4,443,208`

Diluted weighted average shares outstanding	`10,266,040`

The accompanying notes form an integral part of these financial statements.

F- 3

Hawkeye Systems, Inc.

Statement of Changes in Stockholders’ Equity

For the period from May 15, 2018 (Inception) to June 30, 2018

	Common Stock		Paid-in	Stock Subscription	Accumulated	Total Stockholders’
	Shares	Amount	Capital	Receivable	Deficit	Equity
Balance – May 15, 2018 (Inception)	`-`	`$` `-`	`$` `-`	`$` `-`	`$` `-`	`$` `-`

Common stock issued for cash	`8,886,416`	`889`	`350,662`	`-`	`-`	`351,551`

Warrants issued	-	-	`305,174`	-	-	`305,174`

Stock subscription receivable	`-`	`-`	`-`	`(142,500)`	`-`	`(142,500)`

Net loss	`-`	`-`	`-`	-	`(42,375)`	`(42,375)`

Balance – June 30, 2018	`8,886,416`	`$` `889`	`$` `658,836`	`$` `(142,500)`	`$` `(42,375)`	`$` `471,850`

The accompanying notes form an integral part of these financial statements.

F- 4

Hawkeye Systems, Inc.

Statement of Cash Flows

	For the period from May 15, 2018 (inception) to June 30, 2018

Cash flows from operating activities
Net loss	`$` `(42,375)`
Increase in accounts payable and accrued liabilities	`12,800`
Net cash from operating activities	`(29,575)`

Cash flows from investing activities
Investment in joint venture	`(150,000)`
Net cash from investing activities	`(150,000)`

Cash flows from financing activities
Issuance of common stock for cash	`514,225`
Net cash from financing activities	`514,225`

Net increase in cash	`334,650`

Cash, beginning of period	`-`

Cash, end of period	`$` `334,650`

Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest	`$` `-`
Income taxes	`$` `-`

Refer to Note 2 in the financial statements for disclosures over all non-cash investing and financing activities during the period.

The accompanying notes form an integral part of these financial statements.

F- 5

Hawkeye Systems, Inc.

Notes to the Financial Statements

For the period from May 15, 2018 (inception) to June 30, 2018a

1. Nature of Operations and Organization of the Company

2. Summary of Significant Accounting Policies

Basis of presentation

Year End

The Company has adopted June 30 as its fiscal year end.

Use of Estimates

Cash and Cash Equivalents

2. Summary of Significant Accounting Policies (continued)

F- 6

Hawkeye Systems, Inc.

Investment in Joint Venture

The company current owns fifty percent of the Joint Venture. Pursuant to the terms and conditions of the Joint Venture, the Company must contribute $2,000,000 to the Joint Venture over a 12-month period or it will forfeit its interest in the Joint Venture pro rata to funds raised. As at June 30, 2018 the Company has contributed $150,000 to the Joint Venture and will make additional payments over the course of the year as follows:

- $200,000 USD on or before October 15, 2018,

- $350,000 USD on or before November 30, 2018,

- $300,000 USD on or before January 30, 2019,

- $500,000 USD on or before April 1, 2019,

- The remaining balance of $500,000 USD on or before June 15, 2019

The Joint Venture is currently developing a wide field of view, single lens virtual reality imaging product. Initially, these products are being designed to be able to be mounted to law enforcement and/or military personnel to record and stream high resolution images to a wifi or Bluetooth network, when required.

 Design the single lens platform;

 Develop hardware design and source components;

 Sign a binding agreement with the imaging sensor provider;

 Produce working prototype(s); and

 Get user/client feedback on use cases and user requirements.

Joint Venture Balance sheet at June 30, 2018:

Cash	150,000
Total assets	150,000
Joint Venture’s equity	150,000

There were no operating activities with an impact to the Income Statement or the Statement of Cash Flows of the Joint Venture for the period from June 7, 2018 to June 30, 2018.

Investment in Joint Venture as at May 15, 2018	`$` `-`
Cash contributions to Joint Venture by Hawkeye	`150,000`
Company’s share of the Joint Venture net income for the period	`-`
Investment in Joint Venture value as at June 30, 2018	`$` `150,000`

F- 7

Hawkeye Systems, Inc.

2. Summary of Significant Accounting Policies (continued)

Income Taxes

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

Stock Subscription Receivable

This balance relates to capital stock issued during the period for which payment has not been received by the Company at year end. The balance receivable was collected in full by July 31, 2018.

Net Loss per Share

Net income (loss) per common share is computed and presented in both basic and diluted earnings per share (“EPS”) on the face of the income statement.

Stock Purchase Warrants

The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Commitments and Contingencies

The Company has committed to contribute $2,000,000 to the Joint Venture over a twelve month period as disclosed above. To date the Company has contributed $150,000 and has a commitment of $1,850,000 to the Joint Venture to be paid within the next 12 months.

Management of the Company is not aware any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

F- 8

Hawkeye Systems, Inc.

2. Summary of Significant Accounting Policies (continued)

Foreign Currency Translation

Recent Accounting Pronouncements

3. Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had an accumulated deficit of $42,375 as of June 30, 2018. 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.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

F- 9

Hawkeye Systems, Inc.

4. Stockholders’ Equity

Common Stock

The Company has 400,000,000 shares of Common Stock authorized with a par value of $0.0001 per share and 50,000,000 shares of Preferred Stock authorized, with a par value of $0.0001 per share. As of June 30, 2018 there were 8,886,416 common shares outstanding and no shares of Preferred Stock are outstanding.

Effective May 15, 2018, 3,000,000 shares of common stock were offered and sold to Corby Marshall (Director, CFO and CEO of the Company), at a purchase price of $0.0001 per share.

Effective May 22, 2018, 2,362,500 shares of common stock were offered and sold to 14 investors at a purchase price of $0.01 per share. This included 1,250,000 shares to directors of the Company.

Effective June 1, 2018, 612,500 shares of common stock were offered and sold to 9 investors at a purchase price of $0.05 per share.

Effective June 15, 2018, 2,438,666 shares of common stock were offered and sold to 12 investors at a purchase price of $0.15 per share and include the option to purchase up to 9,754,644 shares via warrants at various exercise prices between $0.30 and $2.00.

Effective June 29, 2018, 472,750 shares of common stock were offered and sold to 29 investors at a purchase price of $0.50 per share and include the option to purchase up to 1,891,000 shares via warrants at exercise prices of $1.00 and $2.00.

Stock Purchase Warrants

As of June 30, 2018 there were warrants outstanding to acquire additional shares of stock that would have a dilutive effect on current shares outstanding, the warrants outstanding have been disclosed below:

Number of Warrants Outstanding	Exercise Price	Value
2,438,666	$0.30	$1,048,065
2,438,666	$0.50	$995,440
3,384,166	$1.00	$1,261,276
3,384,166	$2.00	$1,227,074

Stock purchased at $0.15 per share include the option to purchase warrants with an exercise price of $0.30, $0.50, $1.00 and $2.00. The warrants with an exercise price of $0.30, $0.50 and $1.00 are exercisable for one year from the initial investment for one share of the Company’s common stock and the warrants with an exercise price of $2.00 are exercisable for 2 years from the initial investment for one share of the Company’s common stock.

Stock purchased at $0.50 per share include the option to purchase warrants with an exercise price of $1.00 and $2.00. The warrants with an exercise price of $1.00 are exercisable for one year from the initial investment for two shares of the Company’s common stock and the warrants with an exercise price of $2.00 are exercisable for 2 years from the initial investment for two shares of the Company’s common stock.

F- 10

Hawkeye Systems, Inc.

4. Stockholders’ Equity (continued)

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

Expected life:	1.0 to 2.0 years
Volatility:	265%*
Dividend yield:	0%**
Risk free interest rate:	2.33% to 2.52%***

* The volatility is based on the average volatility rate of three similar publicly traded companies

** The Company has no history or expectation of paying cash dividends on its common stock

*** 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

All warrants were granted during the year ended June 30, 2018 and there were no warrants forfeited or exercised during the period.

5. Related Party Transactions

None noted during the period.

6. Subsequent Events

On August 1, 2018, the Company and Insight incorporated Optical Flow, LLC and entered into an operating agreement (the “Joint Venture” or “Optical Flow”) which superseded the previous joint-venture partnership. Pursuant to the Joint Venture, the Company and Insight will co-develop high resolution imaging systems. On August 1, 2018 the Joint Venture and Insight entered into an exclusive and worldwide license for military and law enforcement purposes (the “License”) to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs. The License is also subject to a five (5%) percent net sales royalty payable to Insight. The License will allow the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view. The Joint Venture will develop and own additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use.

The Company’s Management has reviewed all other material events through the date of this report and there are no additional material subsequent events to report that have not already been disclosed within the aforementioned notes.

F- 11

PROSPECTUS

HAWKEYE SYSTEMS, INC.

10,915,250 SHARES OF COMMON STOCK

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus.

You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the Issuer have not changed since the date hereof.

Until __________, 2018 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

THE DATE OF THIS PROSPECTUS IS AUGUST 27__, 2018

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by Hawkeye Systems, Inc.

Item	Amount (US$)
SEC Registration Fee	$	3,214.59
Transfer Agent Fees		1,000.00
Legal Fees		40,000.00
Accounting and Auditing Fees		20,000.00
Printing/Edgar filing Costs		500.00
Miscellaneous		5,285.41
TOTAL	$	70,000.00

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Our By-Laws provide for indemnification of directors and officers to the fullest extent permitted by law, including payment of expenses in advance of resolution of any such matter.

We have not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future. Such indemnification agreements may require us, among other things, to:

· indemnify officers and directors against certain liabilities that may arise because of their status as officers or directors;

· advance expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions; or

· obtain directors’ and officers’ insurance.

RECENT SALES OF UNREGISTERED SECURITIES

Since our inception on May 15, 2018, we have issued and sold the following securities without registration.

On May 31, 2018 we issued 3,000,000 shares to Corby Marshall, our Founder, CEO and director, at a deemed price of $.001 per share.

Effective June 30, 2018 we sold 2,362,500 shares to 9 accredited investors and 3 sophisticated investors at a price of $.01 per share.

Effective June 30, 2018 we sold 612,500 shares to 6 accredited investors and 3 sophisticated investors at a price of $.05 per share.

Effective June 30, 2018 we sold 2,438,666 shares to 9 accredited investors and 3 sophisticated investors at a price of $.15 per share. Each share included (i) one Series A Warrant to purchase shares at $.30 per share, (ii) one Series B Warrant to purchase shares at $.50 per share, (iii) one Series C Warrant to purchase shares at $1.00 per share and (iv) one series D Warrant to purchase shares at $2.00 per share. The A, B and C warrants expire June 30, 2019 and the D warrants expire on June 30, 2020

Effective June 30, 2018 we sold 472,750 shares to 28 accredited investors and 2 sophisticated investors at a price of $.50 per share. Each share included (i) two Series A Warrants to purchase shares at $1.00 per share, and (ii) two Series B Warrants to purchase shares at $2.00 per share. All warrants expire June 30, 2019.

We issued the foregoing restricted shares pursuant to Section 4(2) of the Securities Act of 1933. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

EXHIBITS AND 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
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
5.1		Opinion of Cutler Law Group, P.C. regarding the legality of the securities being registered
23.1		Consent of Cutler Law Group, P.C. (included in exhibit 5.1)
23.2		Consent of BF Borgers CPA PC

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Sec.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, California on August 27, 2018.

Hawkeye Systems, Inc.

(Registrant)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Corby Marshall, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Hawkeye Systems, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

August 27, 2018	By:	/s/ Corby Marshall
		Name: Corby Marshall
		Title: Chief Executive Officer, Chief Financial Officer and Director (principal executive and accounting officer)
August 27, 2018	By:	/s/ Yale Peebles
		Name: Yale Peebles
		Title: and Director
August 27, 2018	By:	/s/ Nicholas Lin
		Name: Nicholas Lin
		Title: Director
August 27, 2018	By:	/s/ Larry Iwanski
		Name: Larry Iwanski
		Title: Director

Exhibit 3.1

ARTICLES OF INCORPORATION OF

HAWKEYE SYSTEMS, INC.

KNOW ALL ME BY THESE PRESENTS, that I, the undersigned, do hereby associate myself into a corporation under and pursuant to the provisions and by virtue of the laws of the State of Nevada, as provided in Nevada Revised Statutes Chapter 78, and all Acts amendatory thereof and supplemental thereto, and for that purpose do hereby make, subscribe, acknowledge, certify, and set forth as follows:

FIRST:

That the name of the corporation shall be:

HAWKEYE SYSTEMS, INC.

SECOND:

The resident agent is Northwest Registered Agent, LLC, 401 Ryland St., Suite 200-A, Reno, NV 89502, but the corporation may maintain offices, agencies, and places of business in any other state in the United States and in foreign countries without restriction as to place, and the corporation may keep such books, papers, and records of the corporation as are not required by law to be kept within the State of Nevada, and as the directors may find convenient in such offices, agencies, and places of business.

THIRD:

The nature of the business to be transacted and the objects and purposes to be promoted and carried on by the corporation shall be to engage in any and all lawful activities.

FOURTH:

The amount of the authorized capital stock of the corporation is four hundred million (400,000,000) shares of common stock and fifty million (50,000,000) shares of preferred stock, with the par value and voting restrictions set forth below in Articles FIFTH and SIXTH.

No stockholder of the corporation shall by reason of holding shares in the corporation possess a preemptive and preferential right to purchase or subscribe to shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase of any class, now or hereafter to be authorized.

FIFTH:

The aggregate number of shares of common stock which this corporation shall have authority to issue shall be four hundred million (400,000,000) shares at par value of one ten thousandth of one cent ($.0001) per share. Each holder of common stock shall be entitled to one vote for each share of common stock held.

SIXTH:

The aggregate number of shares of preferred stock which this corporation shall have authority to issue shall be fifty million (50,000,000) shares at par value of one thousandth of one cent ($.0001) per share. The Preferred Stock shall be issued in one or more classes or series as may be determined from time to time by the Board of Directors. In establishing a class or series, the Board of Directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix its number of shares in such series or class, and the preferences, rights and restrictions thereof. All shares of any one series shall be alike in every particular. The Board of Directors shall have the authority to establish all of the relative rights, preferences and limitations for each class or series, which authority shall include, but not be limited to, the establishment of whether each particular class or series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights.

SEVENTH:

Authorized stock may be issued from time to time without action by the stockholders for such consideration as may be fixed from time to time by the Board of Directors, and shares so issued, the consideration for which have been paid or delivered, shall be deemed fully paid stock and the holder of such shares shall not be liable for any further payment thereon.

The capital stock of this corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to assessment to pay debts of the corporation and no paid up stock and no stock issued as fully paid shall ever be assessable or assessed and the Articles of Incorporation shall not be amended in this particular.

EIGHTH:

The members of the governing board shall be known as directors and the number thereof shall be at least one (1), with the exact number and terms of office to be fixed by the bylaws of the corporation.

The name and address of the current Board of Directors, consisting of one (1) director, is as follows:

NAME

ADDRESS

Corby Marshall

c/o Cutler Law Group, P.C., 6575 West Loop South,

Suite 500, Bellaire, TX 77401

NINTH: The name and address of the original incorporator is as follows:

NAME

ADDRESS

M. Richard Cutler

6575 West Loop South, Suite 500, Bellaire, TX 77401

TENTH: This corporation is to have perpetual existence.

ELEVENTH:

A director or officer of the corporation shall not be liable to the corporation or its shareholders for damages for breach of fiduciary duty as a director or officer except for liability that, by express provision of Chapter 78 of the Nevada Revised Statutes, as amended and in effect of Nevada having similar import and effect, cannot be eliminated.

TWELFTH:

In furtherance, and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, make, alter or amend the bylaws of the corporation;

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

From time-to-time, to determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other that the original or duplicates stock ledger), or any of them, shall be open to inspection of stockholders, and no stockholder shall have any right of inspection any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors:

To indemnify any person who was or is a party or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Corporation, by reason of the fact that he is or was an officer, director, employee or agent of the Corporation, or is or was deserving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or in connection with the action, suit, or proceeding if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. To indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation (derivative actions) to procure a judgment in its favor by reason of the fact that he is or was an officer, director, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation. No officer, director, employee or agent of the Corporation may be indemnified in a derivative action for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction after exhaustion of all appeals, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnify for such expenses as the court deems proper;

Determination that indemnification of an officer or director is improper must be made by the shareholders or by majority vote of a quorum of directors who were not parties to the act, suit or proceeding.

This corporation may, in its bylaws, confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by statute.

THIRTEENTH: Both stockholders and directors shall have power, if the bylaws so provide, to hold their meetings, and to have one or more offices within or without the State of Nevada, and to keep the books of this corporation (subject to the requirements of the Nevada Revised Statutes) outside the State of Nevada at such places as may from time-to-time be designated by the Board of Directors.

FOURTEENTH: This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I accordingly have hereunto set my hand and seal on these updated Articles of Incorporation this 9th day of May, 2018.

By: _/s/ M. Richard Cutler

Incorporator

Exhibit 3.2

BYLAWS OF

HAWKEYE SYSTEMS, INC.

ARTICLE I

MEETING OF STOCKHOLDERS

SECTION 1.01 . Annual Meetings . The annual meeting of stockholders for the election of Directors and for the transaction of such other proper business, notice of which is given in the notice of the meeting, shall be held on such date and at such time and place, within or without the State of Nevada, as shall be designated by the Board of Directors and set forth in the notice of such meeting. Annual meetings shall be held within thirteen months subsequent to the date of the last annual meeting of stockholders.

SECTION 1.02 . Special Meetings . Special meetings of the stockholders may be called at any time by the Chairman of the Board of Directors or by the Chief Executive Officer of the Corporation or by the Board of Directors. If requested in writing by the holders of not less than 25% of the aggregate of the Corporation's then outstanding capital stock specifying the purpose or purposes of the meeting and delivered to the Chairman of the Board, the Chief Executive Officer or the Secretary, special meetings of stockholders shall be called by the Chairman of the Board, the Chief Executive Officer or the Secretary. Only such business as is specified in the notice of any special meeting of the stockholders shall come before a special meeting. If a special meeting is properly called by the stockholders, the Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) and not more than one hundred twenty (120) days after the date of receipt of the request. For a special meeting to be properly called by the stockholders, the request in writing for such special meeting shall be adequate as provided in Section 1.08 below. Special meetings shall be held at such place within or without the State of Nevada and at such hour as may be designated in the notice of such meeting and the business transacted shall be confined to the object stated in the notice of the meeting.

SECTION 1.03 . Notice of Stockholders' Meetings . The notice of all meetings of stockholders shall be in writing and shall state the place, date and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of the Directors to be elected at such meeting and for the transaction of such other business as is stated in the notice of the meeting. The notice of a special meeting shall state the purpose or purposes for which the meeting is called and shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting.

A copy of the notice of each meeting of stockholders shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting at his or her record address or at such other address as he may have furnished by request in writing to the Secretary of the Corporation. If a meeting is adjourned to another time or place, and, if any announcement of the adjourned time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the adjournment is for more than thirty days or the Directors, after adjournment, fix a new record date for the adjourned meeting.

Notice of a meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of a stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice of the meeting.

SECTION 1.04 . Quorum at Stockholders' Meetings: Vote Required . At any meeting of the stockholders the holders of a majority of the outstanding shares entitled to vote thereat shall constitute a quorum. If there shall be less than a quorum at any meeting of the stockholders a majority of those present in person or by proxy may adjourn the meeting.

Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election. Whenever any corporate action, other than the election of Directors, is to be taken by vote of the stockholders, it shall, except as otherwise required by the General Corporation Law of the State of Nevada, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.

SECTION 1.05 . Organization . The Chairman of the Board, if there shall be an incumbent Chairman of the Board, or, otherwise the person designated by the Board of Directors (or, in the absence of such designation, the highest ranking officer of the Corporation who is present at the meeting) shall call to order meetings of stockholders and shall act as chairman of such meetings. The Secretary of the Corporation shall act as secretary of meetings of stockholders. If the Secretary of the Corporation is absent from the meeting, the secretary of the meeting shall be such person as the chairman of the meeting shall appoint.

SECTION 1.06 . Conduct of Business . The chairman of any meeting of stockholders shall determine the order of business and the procedures to be followed at the meeting, including regulation of the manner of voting and of the conduct of discussion. The chairman or secretary of the meeting shall announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.

SECTION 1.07 . Inspectors at Stockholders' Meetings . The Board of Directors, in advance of any stockholders meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the stockholders' meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability.

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

SECTION 1.08 . Proper Business; Stockholder Proposals; Notice Requirements; Nomination of Directors for Election . At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before the meeting, business must be (i) specified in the notice of the meeting given by or at the direction of the Board of Directors, (ii) properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder of the Corporation who gives timely and adequate written notice to the Secretary of the Corporation of such business such stockholder intends to bring before the meeting, was a stockholder of record at the time such stockholder gives such notice and who is entitled to vote at the meeting.

To be timely, such notice must be received by the Secretary not earlier than one hundred fifty (150) and not later than ninety (90) days before the first anniversary of the annual meeting in the preceding year.

To be adequate, such notice shall set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting which business shall be a proper matter for stockholder action under the General Corporation Law of the State of Nevada, (ii) the reasons for conducting such business at the meeting, (iii) any material interest in such business of the stockholder of record and the beneficial owners, if any, on whose behalf the proposal is made, (iv) the name and address of the stockholder of record and such beneficial stockholders, if any, (v) the class and number of shares owned by the stockholder of record and such beneficial owners, (vi) a representation by such stockholder of record that such stockholder intends to appear at the meeting in person or by proxy to bring the business before the meeting, and (vii) if such business includes a proposal to amend the Certificate of corporation or the By-Laws of the Corporation, the language of the proposed amendment.

Exhibit 3.2

Where the business proposed is the nomination for election or re-election of a Director or Directors at an annual or special meeting, a notice of proposed business intended to be brought before an annual meeting or a request in writing for a special meeting by holders of the proper amount of the Corporation’s capital stock, shall, in order to be adequate, set forth as to each person whom the stockholder or stockholders propose to nominate for election or reelection as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupations or employments of the person currently and for the prior five years, (iii) a description of all arrangements or understandings between or among the person or persons proposed as a nominee and the proposing stockholder or stockholders and any other persons including their names, and (iv) a statement signed by the person that such person consents to being named as a nominee, and, if elected, the person intends to serve as a Director.

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of the proposed nominee to serve as a Director of the Corporation. Information concerning the proposed nominee need not be included in the proxy statement furnished to stockholders by the Corporation in connection with an annual meeting and nothing in this Section is intended to govern or shall be deemed to affect any rights of stockholders or the Corporation to request or deny inclusion of proposals in a proxy statement issued by the Corporation pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of any class or series of capital stock pursuant to the terms of such capital stock or pursuant to the terms of any contract to which the Corporation shall be a party.

SECTION 1.09 . Proxies and Voting . At any meeting of stockholders, each stockholder entitled to vote may vote in person or by proxy. Each stockholder shall have one vote for each share of capital stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided in these By-Laws or as otherwise required by law. All voting by stockholders, except on the election of Directors and except as otherwise required by law, may be by voice vote; provided, however, that upon demand therefor by a stockholder (or by his or her proxy) entitled to vote, a stock vote shall be taken. Each stock vote shall be taken by written ballots, each of which shall state the name of the stockholder (or proxy) voting. Each vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting. Elections of Directors shall be determined by a plurality of the votes cast; except as otherwise required by law, all other matters shall be determined by a majority of votes cast.

SECTION 1.10 . Adjournment . Any meeting of stockholders, annual or special, may be adjourned from time to time to reconvene at the same place or another place. Notice need not be given of any such adjourned meeting if the date, time, and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days or if a new record date is fixed for the adjourned meeting, written notice of the date, time, and place of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

ARTICLE II

DIRECTORS

SECTION 2.01 . Qualifications and Number; Vacancies . A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The number of Directors constituting the entire Board is hereby fixed at between one and five Directors, any of which may be an officer or employee of the Company.

The Directors shall be chosen from among the nominees receiving the greatest plurality of votes from stockholders at the annual meeting of stockholders.

The number of Directors may be increased or decreased by amendment of these by-laws duly adopted by either the stockholders or by resolution of the Board of Directors adopted by the same vote that is necessary under Article VII hereof to amend these bylaws. No decrease shall shorten the term of any incumbent Director. Any Director may be removed for cause by the vote of stockholders holding 50% or more of the issued and outstanding common stock of the Company.

Exhibit 3.2

Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.

SECTION 2.02 . Term . Each director shall hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until the Director shall sooner resign, retire, become deceased or be removed by the stockholders. Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director to the Chairman, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

SECTION 2.03 . Place and Time of Meetings of the Board . Regular and special meetings of the Board shall be held at such places (within or without the State of Nevada) and at such times as may be fixed by the Board or upon call of the Chief Executive Officer of the Corporation (or of the executive committee if constituted) or of any two Directors.

SECTION 2.04 . Quorum and Manner of Acting . A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, but if there shall be less than a quorum at any meeting of the Board, a majority of those present (or if only one be present, then that one) may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice. At all meetings of Directors, a quorum being present, all matters shall be decided by the vote of a majority of the Directors present at the time of the vote.

SECTION 2.05 . Chairman of the Board . The Directors may elect one of their members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall be subject to the control of, and may be removed with or without cause by, the Board of Directors. The Chairman of the Board of Directors shall perform such duties as may from time to time be assigned to him or her by the Board of Directors.

SECTION 2.06 . Remuneration of Directors . In addition to reimbursement for his or her reasonable expenses incurred in attending meetings or otherwise in connection with his or her attention to the affairs of the Corporation, each Director as such, and as a member of any committee of the Board, shall be entitled to receive such remuneration as may be fixed from time to time by the Board.

SECTION 2.07 . Notice of Meetings of the Board . Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by the Board. All regular meetings of the Board, the time and place of which have not been fixed by the Board, and all special meetings of the Board shall be held upon twenty-four hours' notice to the Directors given by letter or confirmed facsimile email or other electronic means. No notice need specify the purpose of the meeting. Any requirement of notice shall be effectively waived by any Director who signs a waiver of notice before or after the meeting or who attends the meeting without protesting (prior thereto or at its commencement) the lack of notice to him. Meetings of the Board of Directors may be held without notice immediately after annual meetings of stockholders.

SECTION 2.08 . Executive Committee and Other Committees . The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees to serve at the pleasure of the Board. Each committee shall consist of three or more Directors. If constituted during the intervals between the meetings of the Board, the Executive Committee shall have all of the authority of the Board of Directors. Each other committee shall be empowered to perform such functions as may, by resolution, be delegated to it by the Board.

The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meetings of such committee. Vacancies in any committee, whether caused by resignation or by increase in the number of members constituting said committee, shall be filled by a majority of the entire Board of Directors. The Executive Committee (if constituted) may fix its own quorum. In the absence or disqualification of any member of any such committee, the member or members thereof present at any meeting and not disqualified from voting whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Exhibit 3.2

SECTION 2.09 . Action Without Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. Such written consent may be executed in any number of counterparts each of which when so executed and delivered shall be deemed to be an original without the production of any other counterpart. Any signature delivered by facsimile or other electronic means shall be deemed an original signature thereto.

SECTION 2.10 . Telephonic Meetings . Nothing contained in these By-Laws shall be deemed to restrict the power of members of the Board of Directors, or of any committee of the Board of Directors to participate in meetings of the Board of Directors (or of such committees) by means of conference telephone or other communications equipment by means of which all persons participating in such meeting can hear each other.

SECTION 2.11 . Removal of a Director . Any director of the Corporation may be removed by a vote or consent of a majority of the Stockholders of the Company. Any director of the Corporation may also be removed by a vote of a majority of the Board of Directors in the event such Director has violated his or her fiduciary duties to the Corporation or has violated the Corporate Code of Conduct as then in effect.

ARTICLE III

OFFICERS

SECTION 3.01 . Officers . The Board of Directors, at its first meeting held after the annual meeting of stockholders in each year shall elect a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Chief Financial Officer or Treasurer, and a Secretary and may, in its discretion, also appoint from time to time such other officers or agents as it may deem proper. The Chairman of the Board shall be elected from among the members of the Board of Directors. The Board shall consider the recommendations of the Chief Executive Officer of the Corporation for any such positions, but shall not be bound by such recommendations.

Any two or more offices may be held by the same person.

Unless otherwise provided in the resolution of election or appointment or in the employment agreement with an officer, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor has been elected and qualified; provided, however, that the Board of Directors may, unless otherwise provided in such resolution or agreement, remove any officer for cause or without cause at any time.

SECTION 3.02 . Chairman of the Board . The Chairman shall, if present, preside at all meetings of the stockholders and Board of Directors. The Chairman shall act as lead director and serve as principal interface between the Board of Directors and management of the Corporation and shall work with the Chief Executive Officer to develop agendas for all meetings of the Board of Directors. He shall also consult with and recommend to the Nominating and Corporate Governance Committee, the membership of the various committees of the Board of Directors. The Chairman shall have the right to attend committee meetings of the Board of Directors whenever appropriate. The Chairman shall also do and perform any and all other acts and duties which may be assigned to him from time to time by the Board of Directors.

SECTION 3.03 . Chairman of Executive Committee . The Chairman of the Executive Committee shall, if present, preside at all meetings of the Executive Committee (if constituted) and shall do and perform all other acts and duties which may be assigned to him from time to time by the Board of Directors.

SECTION 3.04 . President . In the absence of the Chairman of the Board or his or her inability to act, the President shall preside at all meetings of the stockholders and of the Board of Directors. The President shall do and perform all other acts and duties which may be assigned to him from time to time by the Board of Directors or the Chairman of the Board.

SECTION 3.05 . The Chief Financial Officer . The Chief Financial Officer shall be responsible for the financial affairs of the Corporation as may be delegated to the Chief Financial Officer by the Chief Executive Officer and, if the Chief Financial Officer shall be absent or unable to act, the Board of Directors shall promptly elect a permanent or temporary Chief Financial Officer.

SECTION 3.06 . Vice Presidents . The Vice Presidents shall do and perform such acts and duties as may be assigned to them from time to time by the Board of Directors, the Chairman of the Board or the President.

SECTION 3.07 . Designations of CEO, CFO and COO. The Board of Directors shall from time to time designate the persons, whether by name or title, who shall be the Chief Executive Officer ("CEO"), Chief Financial Officer (“CFO”) and Chief Operating Officer ("COO") of the Corporation. The CEO shall have general supervision of the affairs of the Corporation subject to the control of the Board of Directors. Each of the CEO, the CFO and the COO shall have the power on behalf of the Corporation to execute and deliver all contracts, instruments, conveyances or documents and to affix the corporate seal thereto.

SECTION 3.08 . Secretary . The Secretary shall keep minutes of the proceedings and the resolutions adopted at all meetings of the stockholders and the Board of Directors, and shall give due notice of the meetings of the stockholders and the Board of Directors. He or she shall have charge of the seal and all books and papers of the Corporation, and shall perform all duties incident to his or her office. In case of the absence or disability of the Secretary, his or her duties and powers may be exercised by such person as may be appointed by the Board of Directors or the Executive Committee.

SECTION 3.09 . Delegation of Authority . The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any other provision of these By-Laws.

SECTION 3.10 . Facsimile Signatures of Officers and Directors . Facsimile or electronic signatures of any officer or director may be used whenever authorized by these By-Laws or by the Board of Directors.

SECTION 3.11 . Action with Respect to Securities of Other Entities . Unless otherwise prescribed by the Board of Directors, the Chief Executive Officer, the President or Secretary (or any other officer designated by the Chief Executive Officer to act in their stead) shall have power and authority on the Corporation's behalf to attend (and to act and vote at) meetings of holders of securities of any entity in which the Corporation shall own or hold securities. At such meetings, the Chief Executive Officer, the President, Secretary or Chief Executive Officer's designee, as the case may be, shall possess (and may exercise) all rights and powers incident to the ownership or holding of such securities which the Corporation might have possessed and exercised. The Chief Executive Officer, the President, the Secretary or the Chief Executive Officer's designee may execute and deliver on the Corporation's behalf powers of attorney, proxies, consents, waivers, and other instruments relating to the securities owned or held by the Corporation.

ARTICLE IV

INDEMNIFICATION

SECTION 4.01 . Indemnification . (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b)

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(c)

To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(d)

Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

(e)

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in subsection (d) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IV.

(f)

The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)

The Board of Directors may authorize, by a vote of a majority of the full Board, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IV.

ARTICLE V

CAPITAL STOCK

SECTION 5.01 . Share Certificates . Each certificate representing shares of the Corporation shall be in such form as may be approved by the Board of Directors and, when issued, shall contain upon the face or back thereof the statements prescribed by the General Corporation Law of the State of Nevada and by any other applicable provision of law. Each such certificate shall be signed by the Chairman, Chief Executive Officer or President or a Vice President and by the Secretary, Chief Financial Officer or Treasurer or an Assistant Secretary. The signatures of said officers upon a certificate may be facsimile if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificates which the Corporation shall issue to represent such class or series of stock or there shall be set forth on the face or back of the certificates which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish, without charge to each stockholder who so requests, the designations, references and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any restriction imposed upon the transfer of shares or registration of transfer of shares shall be noted conspicuously on the certificate representing the shares subject to such restriction.

SECTION 5.02 . Lost, Destroyed or Stolen Certificates . No certificate representing shares shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of an affidavit stating that such certificate has been lost, stolen, or destroyed and/or other evidence of such loss, destruction or theft as may be requested by the Board of Directors, and on delivery to the Corporation, if the Board of Directors shall so require, of a bond of indemnity in such amount, upon such terms and secured by such surety as the Board of Directors may in its discretion require.

SECTION 5.03 . Transfer of Shares . The shares of stock of the Corporation shall be transferable or assignable on the books of the Corporation only by the person to whom they have been issued or his or her legal representative, in person or by attorney, and only upon surrender of the certificate or certificates representing such shares properly assigned. The person in whose name shares of stock shall stand on the record of stockholders of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

SECTION 5.04 . Record Dates . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other action, the Board may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01 . Signing of Instruments . All checks, drafts, notes, acceptances, bills of exchange, and orders for the payment of money shall be signed in such manner and by such person or persons as may be authorized from time to time by the Board of Directors or by the by-laws.

SECTION 6.02 . Corporate Seal . The seal of the Corporation shall be in such form and shall have such content as the Board of Directors shall from time to time determine.

SECTION 6.03 . Pro-Forma Banking and Qualification Resolutions . Resolutions from time to time necessary or appropriate for the opening or maintenance by the Corporation of any account with any bank, trust company, or broker-dealer or for the qualification of the Corporation to do business under the laws of any state shall be effective and shall be adopted in the exact words of such pro-forma resolution as of the date of certification thereof so long as such resolutions shall be certified by the Secretary or an Assistant Secretary of the Corporation and filed with the permanent records of the resolutions of the Directors of the Corporation.

SECTION 6.04 . Fiscal Year . The Corporation's fiscal year shall be the twelve calendar months ending December 31 in each year unless otherwise fixed by the Board of Directors.

SECTION 6.05 . Time Periods . Whenever these By-Laws require that an act be done or not be done a specified number of days prior to or after the occurrence of any event (or require that an act be done or not be done within a period of days prior to or after the occurrence of an event), calendar days shall be used, with the day of the doing of such act excluded and the day of the occurrence of such event included.

ARTICLE VII

AMENDMENTS OF BY-LAWS

SECTION 7.01 . Amendments by Directors . These by-laws may be altered, amended or repealed at any meeting, by vote of a majority of the Board of Directors, provided that notices of the proposed amendments shall have been sent by mail to all the Directors not less than three days before the meeting at which they are to be acted upon, or at any regular meeting of the Directors, by the unanimous vote of all the Directors present.

SECTION 7.02 . Amendment by Stockholders . New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Exhibit 5.1

CUTLER LAW GROUP

M. Richard Cutler, Esq

Corporate Securities Law

Admitted in California & Texas

August 24, 2018

Hawkeye Systems, Inc.

7119 W. Sunset Blvd., #468

Los Angeles, CA 90046

Ladies and Gentlemen:

You have requested our opinion as counsel for Hawkeye Systems, Inc., a Nevada corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company pursuant to a Registration Statement on Form S-1 of up to 5,000,000 shares of the Company’s common stock issuable in connection therewith and the public offering by Selling Shareholders (the “Selling Shareholders”) of up to an additional 5,915,250 shares of the Company’s common stock and common stock issuable to such Selling Shareholders upon the exercise of warrants.

We have examined the Company's Registration Statement on Form S-1 Amendment to be filed with the Securities and Exchange Commission on or about August 27, 2018, (the "Registration Statement"). We further have examined the Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a basis for the opinion hereafter expressed.

Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock offered by Company in the Registration Statement will be legally and validly issued, fully paid, and nonassessable. We are also of the opinion that the shares of common stock offered by the Selling Shareholders are legally and validly-issued, fully-paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ M. Richard Cutler

Cutler Law Group

6575 West Loop South, Suite 500

Tel (713) 888-0040

Bellaire, Texas 77401

www.cutlerlaw.com

Fax (713) 583-7150

Exhibit 10.1

JOINT VENTURE AGREEMENT

Name: ______________________________

A NEVADA JOINT VENTURE PARTNERSHIP

THIS JOINT VENTURE AGREEMENT (herein after referred to as the "Agreement ” ) is entered into as of this ____ day of ______________, 2018, by and between HawkEye Systems, Inc., a Nevada corporation ( “ HawkEye ” ) and Insight Engineering, LLC, a Delaware limited liability company ( “ Insight ” ), for the purpose of development, marketing and sales of camera system and related products.

W I T N E S S E T H:

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 Systems, Inc., Insight Engineering, LLC, and any successor(s) as may be designated and admitted to the Venture.

1.3 "Internal Revenue Code", "Code" or "I.R.C." shall refer to the current and applicable Internal Revenue Code.

1.4 "Net Profits" and "Net Losses" means the taxable income and loss of the Venture.

1.5 The "book" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles.

Exhibit 10.1

1.6 "Treasury Regulations" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provisions of the Internal Revenue Code.

1.7 "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 the County of Los Angeles, California. 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 development, marketing, distribution and sale of a camera system and related products, management of the resulting business, and all such other business incidental to the general purposes herein set forth (the “ Project ” ), all as more particularly described in Schedule “ A ” attached hereto.

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.

Exhibit 10.1

ARTICLE V

PERCENTAGE OF PARTICIPATION

5.1 Except as otherwise provided in sections 5.3, 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the operation of the Company, and their interests in all property and equipment acquired and all money received in connection with the operation of the Company shall be as follows:

HawkEye Systems, Inc.

50%

Insight Engineering, LLC

50%

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) HawkEye shall contribute capital for operations and development of the Project to the Venture up to an amount equal to $2,000,000 (two million dollars USD) during period ending 12 months from execution of this Agreement (the “ HawkEye Contribution ” ). The HawkEye Contribution shall be paid as follows: (i) $50,000 USD on or before June 15, 2018, (ii) an additional $100,000 USD on or before June 30, 2018, (iii) an additional $200,000 USD on or before October 15, 2018, (iv) an additional $350,000 USD on or before November 30, 2018, (v) an additional $300,000 USD on or before January 30, 2019, (vi) an additional $500,000 USD on or before April 1, 2019, and (vii) the balance of two million USD on or before June 15, 2019. HawkEye ’ s Operating Account shall be credited in each instance with the value of each such contribution. The capital of the Venture will thereafter be deployed in accordance with the directives of senior management of the Venture, comprised initially of Corby Marshall and Lucas Foster as well as the COO (to be named at a later date by the consent of both Corby Marshall and Lucas Foster). In the event HawkEye has not completed the entire HawkEye Contribution of 2,000,000 (two million dollars USD) into the operating account on or before June 15, 2019, then HawkEye ’ s Percentage of Participation as set forth in Paragraph 5.1 hereof shall be reduced by the pro rata percentage that the actual contribution bears to the complete HawkEye Contribution. For example, if HawkEye has contributed $1,000,000 of the $2,000,000 HawkEye Contribution then HawkEye ’ s Percentage of Participation shall be reduced by 50% (leaving a 25% participation in the Venture), and if HawkEye has contributed $500,000 of the $2,000,000 HawkEye Contribution, HawkEye ’ s Percentage of Participation shall be reduced by 75% (leaving a 12.5% participation in the Venture). If Hawkeye misses more than one of these capital contribution dates, then the intellectual property that was developed and/or contributed by Insight Engineering to the Venture, shall immediately return to Insight Engineering, with a junior security interest payable to HawkEye for the amount then contributed by HawkEye to date.

(b) Hawkeye agrees to solely cover all legal, accounting, governmental, fiduciary costs of creating, maintaining and reporting requirements of a publicly traded entity if Hawkeye becomes a reporting

Exhibit 10.1

issuer. These costs will be borne by Hawkeye, without prejudice (in addition to) the agreed capital contribution schedule, enumerated herein.

(c) 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

Subject to the provisions of this Article, the Net Profits and losses of the Venture (including any net "book" gains of the Venture resulting from a Capital Event) shall be allocated to the Parties in the following priority:

A. NET PROFITS:

(1) First, to any Parties with negative Capital Accounts, in proportion to the ratio of their negative Capital Account balances, until no Party has a negative Capital Account.

(2) Thereafter, to the Parties, pro-rata, based on their respective Venture interests as set forth in Section 5.1 hereof, but also taking into consideration the percentage interests conferred by Section 5.3, and in the event of a missed capital contribution, all net profit allocations (pro-rata to contributions made to that date) to HawkEye shall be frozen until a sale or liquidation of the Venture has occurred which shall be solely at the discretion of Insight Engineering LLC or its assigns.

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.

Exhibit 10.1

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 Insight 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.

50 votes

Corby Marshall, Representative

Insight Engineering, LLC

50 votes

Lucas Foster, 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.

Exhibit 10.1

(d) To undertake any capital event, including without limitation sale of any additional interests in the Venture or the sale of the Venture to any third party.

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 and Lucas Foster as the legal Managers (the “ Managers ” ) of the Company. Except as limited within the authority granted pursuant to the terms of this Agreement, the Managers shall have the complete power and authority to manage and operate the Company and make decisions affecting its business and affairs. The Managers shall devote such of his business time to the operations and success of the Company as shall be necessary.

ARTICLE VIII

JOINT VENTURE BANK ACCOUNTS

8.1 All Working Capital or other funds received by the Venture in connection with the performance of the Company shall be deposited in a Checking Account, established especially for the Venture, and requiring the joint signatures of the parties for any withdrawals in excess of $5,000. Payroll, rent, general operating expenses and any other regularly scheduled or recurring monthly company expenditures will be deemed approved, based upon an agreed upon (by the Parties) 12-month budget proposal, at first funding. Budgeting, planning and other accounting documents will be reviewed and approved by the Managers from time to time and adjusted to meet the Venture ’ s then current needs. Email, fax, text or other traditional forms of written approval shall be valid as a second signature, or approval of non-repeating expenses, when the Parties are in different cities. All accounts of the Venture shall be kept separate and apart from any other accounts of the Parties.

8.2 Withdrawal of funds from the Joint Venture's Joint Checking Account may be made in such amount and by such persons as authorized by the Policy Committee.

ARTICLE IX

ACCOUNTING AND AUDITING

9.1 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.

9.2 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.

9.3 Upon dissolution of the Venture, a final audit shall be made and copies of such audit shall be furnished to each of the parties.

9.4 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 X

RESOLUTION OF DISPUTES

10.1 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 Los Angeles, CA 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 XI

NON-DISCLOSURE NON-CIRCUMVENTION

11.1 During the term of this Agreement, the Parties agree to keep completely confidential the names and persons at any clients, 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.

11.2 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.

11.3 Each party agrees that during the Restrictive Period (as defined below), such party will not, without the express written consent of the Managers, become newly associated with or engage in, directly or indirectly, as employee, consultant, proprietor, stockholder, partner, agent, representative, officer, or otherwise, the operation of any business that competes directly with the Venture in business activities that are the same or substantially similar to the business activities

Exhibit 10.1

engaged in by the Venture in any geographic area in which the Venture does business during the Restrictive Period (the "Restricted Territory"). The term "Restrictive Period" shall mean a period of twelve (12) months after the termination of this Agreement for any reason. Passive investment in less than two percent (2%) of the outstanding equity securities of an entity which is listed on a national or regional securities exchange shall not, in itself, constitute a violation of this Section.

ARTICLE XII

OTHER PROVISIONS

12.1 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.

12.2 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.

12.3 This agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties.

12.4 This agreement shall be governed by the laws of the state of Nevada.

12.5 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

Insight Engineering, LLC:

7119 W. Sunset Blvd., #468

Los Angeles, CA 90046

Attention: Lucas Foster

E-Mail: Lucas@Warpllc.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.

12.6 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.

12.7 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.

12.8 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.

12.9 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).

Exhibit 10.1

12.10 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.

12.11 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.

So agreed and executed as of this ____, day of ___________, 2018.

HawkEye Systems, Inc.

__________________________

By: Corby Marshall, Chief Executive Officer

Insight Engineering, LLC

__________________________

By: Lucas Foster, Chief Executive Officer

Exhibit 10.1

Schedule A

Operational Objectives

Markets:

Consumer

LEO

Military

Customers:

Mid to High end of the consumer market, where better resolution, runtime, weight and quality of materials are desired.

Local Law Enforcement agencies in the US and Canada, to start. Departments who are already authorized to use body cameras by statute or regulation, and who have a need for better imaging and audio recording capability.

Military end users who need ruggedized, reliable imaging and audio recording capabilities for personnel and various vehicle platforms.

Products:

360 degree, visible spectrum, multi optic, rectilinear camera platform (hardware and software)

180+ degree, visible spectrum, single optic, curvilinear camera platform (hardware and software)

250 degree, visible spectrum, multi-optic, curvilinear camera platform (hardware and software)

360 degree, infrared spectrum, multi optic, rectilinear camera platform (hardware and software)

12-month research and development objectives:

Assemble Design team

Research and development of vehicle borne, aerial and water borne imaging systems

Research and development of personnel borne imaging systems

Research and development of ruggedized camera housings

Research and development of ruggedized control circuitry

Research and development of battery technology for miniaturized opto-electronics

Research and development of software solutions for NRT 180, 250 and 360 outputs

Creation of initial product designs

Testing in the visible and infrared spectrums

Research and development of mesh networks and live streaming via cellular and other secure RF transmission modalities

Develop Hardware specifications

Develop Software specifications

Rapid prototyping of gen 1 products for LEO and Mil use cases

Exhibit 10.2

OPERATING AGREEMENT
OF
OPTICAL FLOW, LLC,
a Nevada limited liability company

This Operating Agreement (the “ Agreement ” ) of Optical Flow, LLC, a Nevada limited liability company (the “ Company ” ), effective as of August 1, 2018 (the “ Effective Date ” ), is entered into by and between HawkEye Systems, Inc., a Nevada corporation ( “ Hawkeye ” ) and InSight Engineering LLC, a Delaware limited liability company ( “ Insight ” ). Hawkeye and Insight shall each be referred to herein as a “ Member ” and collectively, the “ Members ” ).

RECITALS

A. The Articles of Organization of the Company were filed with the office of the Secretary of State of Nevada on July __ , 2018 in accordance with and pursuant to the Nevada Revised Uniform Limited Liability Company Act (the “ Act ” ) .

B. The Members previously entered into that certain Joint Venture Agreement, dated as of May 21, 2018 to form a joint venture partnership (the “ JV Agreement ” ).

C. The Members de sire to amend , restate and supersede in its entirety the JV Agreement pursuant to this Agreement to establish their respective rights and responsibilities in relation to the Company on the terms and conditions set forth herein.

ARTICLE 1
THE COMPANY

1.1. General . The Company shall be governed by the Act, except as specifically set forth in this Agreement. The Board of Managers shall cause to be filed any documents required by law for the operation of the Company in all jurisdictions in which the Company shall conduct business.

1.2. Name . The business of the Company shall be conducted under the name “ Optical Flow, LLC ” or such other name as the Board of Managers shall hereafter designate.

1.3. Purpose . The purpose and business of the Company shall be to develop, market, distribute and sell a body camera system and related products and to engage in such other activities as may be appurtenant or incidental thereto. In connection with the foregoing, the Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

1.4. Principal Office . The principal place of business of the Company shall be in Los Angeles, California, or such other place as the Board of Managers shall designate. The Company may have such other office or offices as the Board of Managers may from time to time appoint or the business of the Company may require.

1.5. Qualification Under Other Names and in Other Jurisdictions . The Board of Managers shall cause the Company to be qualified, formed or registered under its own name or under assumed or fictitious names, as applicable, according to (and as required by) statutes or similar laws in any jurisdiction in which the Company transacts business.

1.6.

Exhibit 10.2

Term . The Company shall continue in existence until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

ARTICLE 2
THE MEMBERS

2.1. Liability for Debts of the Company . No Member shall be personally liable for any debts, liabilities or obligations of the Company, whether to the Company or to the creditors of the Company, beyond the amount contributed by such Member to the capital of the Company, such Member ’ s share of the accumulated but undistributed profits of the Company, if any, and the amount of any distribution (including the return of any capital contribution) made to such Member required to be returned to the Company pursuant to the Act.

2.2. Confidentiality . All books, records, financial statements, tax returns, budgets, data, business plans and projections of the Company, all other information concerning the business, affairs and properties of the Company and all of the terms and provisions of this Agreement and that certain Exclusive License Agreement dated as of the date hereof, by and between the Company and Insight (collectively, the “ Confidential Information ” ) shall be held in confidence by the Managers and the Members and their respective affiliates, subject to any obligation to comply with (a) any applicable law including any applicable securities laws or stock exchange rules, (b) any rule or regulation of any legal authority or (c) any subpoena or other legal process to make information available to the persons entitled thereto. No Member or Manager shall (i) disclose any Confidential Information, or (ii) use or otherwise exploit any Confidential Information for any purpose other than in connection with the Company ’ s business without the prior written consent of the Board of Managers. Notwithstanding the foregoing, to the extent Hawkeye is required to disclose Confidential Information pursuant to Sections 2.2(a) or (b) , Hawkeye agrees to provide Insight and its counsel, with a copy of such disclosure in substantially the form such disclosure will be filed with the Securities and Exchange Commission ( “ SEC ” ) or other applicable regulatory authority, as soon as practicable (but in no event less than 24 hours) prior to the time such disclosure is filed with the SEC or other regulatory authority. Hawkeye shall communicate and cooperate with Insight and its representatives about the nature and extent of the disclosure of Confidential Information, that appears in each disclosure, and consider in good faith any changes to such disclosure proposed by Insight, with the understanding and intent that such disclosure will be limited to the disclosure which is required (in the reasonable opinion of securities counsel for Hawkeye, made after consultation with counsel for Insight) by law. In furtherance of the foregoing, Hawkeye shall use diligent efforts to accept any changes to such disclosure proposed by Insight that addresses a legitimate business concern of Insight ’ s and which still enables Hawkeye to comply with applicable law.

2.3. Outside Interests . Subject to the confidentiality provisions of Section 2.2 , each Member (including the Managers) may engage, invest and participate in, and otherwise enter into, other business ventures of any kind, nature and description, and neither the Company nor any other Member shall have any right in or to any such activities or the proceeds, income or profits derived therefrom.

2.4. Waiver of Certain Fiduciary Duties . To the fullest extent permitted by law, no Member or Manager shall be required to devote his, her or its full-time business attention to the business of the Company, and no Member or Manager shall have any fiduciary duties to the Company or to any other Member relating to those business ventures that it is permitted to engage in pursuant to Section 2.3 , above. To the extent that any Member has any liabilities or duties at law or in equity, including fiduciary duties or other standards of care, more expansive than those set forth in this Section 2.4 , such liabilities and duties are hereby modified to the extent permitted under the Act to those set forth in this Section 2.4 . The Members acknowledge and agree that the provisions of this Section 2.4 modify the fiduciary duties of the


	2

4829-6315-3005, v. 5

Exhibit 10.2

Members and the Managers under the Act. The Members hereby acknowledge and agree that by executing and delivering this Agreement, that each such Member expressly agrees to such modifications.

ARTICLE 3
MANAGEMENT

3.1. Board of Managers . A Board of Managers shall be established to manage the business and affairs of the Company in accordance with the following terms. The Board of Managers shall initially consist of two (2) managers (the “ Managers ” ), one manager appointed by Insight (the “ Insight Designee ” ) who shall initially be Lucas Foster, and one manager appointed by Hawkeye (the “ Hawkeye Designee ” ) who shall initially be Corby Marshall, and each of whom shall be a natural person. The number of Managers may be adjusted from time to time solely by resolution of the Board of Managers. No reduction of the authorized number of Managers shall have the effect of removing any Manager before that Manager ’ s term of office expires. Each Manager shall hold office from the time of his or her appointment until his or her resignation or removal. Any Manager may resign at any time upon written notice to the Company. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

3.2. Meetings; Quorum; Deadlock; Written Consent . Meetings of the Board of Managers may be called at any time by any one Manager. All meetings shall be held upon five business days ’ notice by mail or two business days ’ notice delivered personally or by telephone, email or facsimile (or upon such shorter notice period if necessary under the circumstances and if ratified by the Board of Managers). Each notice shall specify the purpose of the meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company records or made a part of the minutes of the meeting. Any action taken by the Board of Managers without proper notice, or proper waiver of notice, shall be void. Meetings of the Board of Managers may be held at any place which has been designated in the notice of the meeting or at such place as may be approved by the Board of Managers. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another for the entire discussion of the matters to be voted upon. Participation in a meeting in the manner set forth in the preceding sentence constitutes presence in person at such meeting. The presence of at least a majority of Managers at a duly noticed meeting of the Managers shall constitute a quorum and shall be required for the Managers to conduct business at such meeting. Unless a higher threshold is provided by law or otherwise provided by this Agreement, the affirmative vote of a majority of the Managers present at a duly noticed meeting at which a quorum is present shall be the act of the Board of Managers. Each Manager shall have one vote. For so long as Corby Marshall serves as the Hawkeye Designee, in the event that there is an equal number of votes for and against any matter to be decided by the Board of Managers and the Board of Managers have met to discuss the matter on at least three (3) separate occasions in an effort to resolve the deadlock in good faith (such matter, a “ Deadlocked Matter ” ), then the Managers shall appoint an independent third party for the purpose of resolving the deadlock (the “ Deadlock Appointee ” ). The Board of Managers will deliver all relevant information concerning the Deadlocked Matter to the Deadlock Appointee within 72 hours of such appointment at which time, the Deadlock Appointee will vote on the Deadlocked Matter. The Board of Managers shall thereafter vote on the Deadlocked Matter in accordance with the Deadlock Appointee ’ s vote. In the event that Corby Marshall no longer serves as the Hawkeye Designee, in the event of any Deadlocked Matter, Lucas Foster shall have two (2) votes. Any action required or permitted to be taken at any meeting of the Board of Managers or of any committee thereof may be taken without a meeting if all of the members of the Board of Managers consent thereto in writing.

3.3.


	3

4829-6315-3005, v. 5

Exhibit 10.2

Authority of Board of Managers . Subject to Section 3.4 , the Board of Managers shall have general supervision, direction, and control of the business of the Company, and shall have the general powers and duties of management typically vested in the office of the board of directors of a corporation, including, but not limited to, the right to enter into and carry out contracts of all kinds; to employ employees, agents, consultants and advisors on behalf of the Company; to lend or borrow money and to issue evidences of indebtedness; to bring and defend actions in law or at equity; to buy, own, manage, sell, lease, mortgage, pledge or otherwise acquire or dispose of the Company property.

3.4. Limitations on Authority of the Board of Managers . Anything in this Agreement to the contrary notwithstanding, the Board of Mangers shall not, without the written consent of the Members holding a majority of the outstanding Units, engage in any of the following matters:

3.4.1 The incurrence of debt over $100,000 not in the ordinary course of business;

3.4.2 The sale of all or substantially all of the Company ’ s assets;

3.4.3 The incurrence of any contractual obligation or the making of any capital expenditure with a total cost of more than $100,000, not in the ordinary course of business; and

3.4.4 The admission of additional members.

The Board of Managers shall not, without the written consent of all of the Members, take or perform any action, directly or indirectly, that would subject any Member to personal liability in any jurisdiction.

3.5. Initial Budget . The Board of Managers has reviewed and approved an initial budget and business plan (the “ Initial Budget ” ) attached hereto as Exhibit B which is applicable to the twelve-month period ended June 30, 2019. The Company shall prepare and submit to the Board of Managers for approval a proposed budget with detailed expenditures, operating expenses and projected revenues for each year thereafter.

ARTICLE 4
OFFICERS

4.1. Officers . The Board of Managers may, but shall have no obligation to, elect one or more officers (the “ Officers ” ) to supervise operations of the Company on a day-to-day basis. The Board of Managers shall determine the powers and duties of such Officers and the other relevant terms and conditions regarding such offices. Any number of offices may be held by the same person. Each Officer shall have such duties, functions and responsibilities as may be approved by the Board of Managers and will operate the Company ’ s business under the general supervision and direction of the Board of Managers. Any action taken by an Officer of the Company or by a Manager of the Company pursuant to authorization of the Board of Managers shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on authority of such Officers and Managers set forth in the authorization of the Board of Managers.

4.2. Removal, Resignation, and Filling of Vacancy of Officers . Any Officer may be removed, either with or without cause, by the Board of Managers at any time, subject to the terms of the employment agreement of such Officer, if applicable. Any Officer may resign at any time by giving written notice to the Board of Managers. Any resignation shall take effect at the date of the receipt of such notice or at any later time specified in such notice; and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the


	4

4829-6315-3005, v. 5

Exhibit 10.2

rights, if any, of the Company, including, without limitation, under any contract or other arrangement to which such Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

ARTICLE 5
CAPITAL; DISTRIBUTIONS; BOOKS AND RECORDS

5.1. Initial Percentage Interest . Each Members ’ ownership interests in the Company shall be represented by units ( “ Units ” ). The number of Units that each Member holds in the Company is set forth on Exhibit A . The Board of Managers shall have the authority to amend Exhibit A from time to time as necessary to reflect any increases or reductions in the number of Units held by each Member and their Percentage Interest in the Company in accordance with this Agreement. For purposes of this Agreement, “ Percentage Interest ” with respect to each Member as of any time of determination, means a fraction, expressed as a percentage, the numerator of which is the number of Units held by such Member, and the denominator of which is the aggregate number of Units held by all Members.

5.2. Capital Contributions . As of the Effective Date, Hawkeye has made a capital contribution of $150,000 to the Company. Hawkeye agrees to contribute an additional amount of capital equal to $1,850,000 in accordance with the following capital commitment schedule: (i) an additional $200,000 (the “ First Commitment ” ) on or before October 15, 2018 (the “ First Funding Date ” ), (ii) an additional $350,000 (the “ Second Commitment ” ) on or before November 30, 2018 (the “ Second Funding Date ” ), (iii) an additional $300,000 (the “ Third Commitment ” ) on or before January 30, 2019 (the “ Third Funding Date ” ), (iv) an additional $500,000 (the “ Fourth Commitment ” ) on or before April 1, 2019 (the “ Fourth Funding Date ” ), and (v) an additional $500,000 (the “ Final Commitment , ” and collectively with the First Commitment, Second Commitment, Third Commitment and Fourth Commitment, the “ Funding Commitments ” and each, a “ Funding Commitment ” ) on or before June 15, 2019 (the “ Last Funding Date , ” and collectively with the First Funding Date, the Second Funding Date, the Third Funding Date and the Fourth Funding Date, the “ Funding Dates ” and each, a “ Funding Date ” ).

5.2.1 The Units held by Hawkeye as set forth on Exhibit A (the “ Hawkeye Units ” ) shall be subject to the following vesting schedule: (i) 7.5% of the Hawkeye Units are vested as of the Effective Date; (ii) 10% of the Hawkeye Units shall vest on the date that the First Commitment is contributed to the Company provided that the First Commitment is contributed on or prior to the First Funding Date, (iii) 17.5% of the Hawkeye Units shall vest on the date that the Second Commitment is contributed to the Company provided that the Second Commitment is contributed on or prior to the Second Funding Date, (iv) 15% of the Hawkeye Units shall vest on the date that the Third Commitment is contributed to the Company provided that the Third Commitment is contributed on or prior to the Third Funding Date, (v) 25% of the Hawkeye Units shall vest on the date that the Fourth Commitment is contributed to the Company provided that the Fourth Commitment is contributed on or prior to the Fourth Funding Date; and (vi) 25% of the Hawkeye Units shall vest on the date that the Final Commitment is contributed to the Company provided that the Final Commitment is contributed on or prior to the Last Funding Date.

5.2.2 Any unvested Hawkeye Units that fail to vest in accordance with Section 5.2.1(a) above due to Hawkeye ’ s failure to fund the applicable Funding Commitment on or prior to the applicable Funding Date, shall be immediately and automatically forfeited as of the applicable Funding Date, unless such forfeiture is waived by the Insight Designee in writing on or before the applicable Funding Date. Upon the forfeiture of any unvested Hawkeye Units in accordance with this Section 5.2.1, such unvested Units shall be canceled, and Hawkeye shall no longer have any rights, economic or otherwise, as a holder of such Units.

5.2.3


	5

4829-6315-3005, v. 5

Exhibit 10.2

Except as otherwise required by law or pursuant to this Section 5.2 , no Member shall be required to make any capital contributions to the Company without the prior consent of such Member and the Board of Managers.

5.3. Capital Accounts . A capital account shall be maintained by the Company for each Member in accordance with Treasury Regulation §1.704-1(b)(2)(iv), adjusted as permitted by Treasury Regulation Section 1.704-(b)(2)(iv)(f) and as required by the other provisions of Treasury Regulation Section 1.704-1(b)(2)(iv) and Treasury Regulation Section 1.704-1(b)(4).

5.4. Distributions . All distributions of cash or other property from the Company to the Members shall be made to the Members as follows:

5.4.1 First, the Company shall make a mandatory “ tax distribution ” in accordance with Section 5.4.4 below;

5.4.2 Second, to and among the Members that have made Capital Contributions in cash, pro rata in accordance with their respective Percentage Interests of such Members, until such time that such Members are repaid all cash Capital Contributions made thereby; and

5.4.3 Thereafter, to and among the Members, pro rata in accordance with their respective Percentage Interests.

5.4.4 Notwithstanding any portion of Sections 5.4.1 -5.4.3 to the contrary, for each taxable year of the Company, to the extent cash is available for distribution, the Board of Managers shall cause the Company to distribute to the Members, pro rata in accordance with their respective Percentage Interests, a cash distribution in an amount equal to each Member ’ s presumed tax liability with respect to their allocable share of the income of the Company computed by multiplying the then current maximum combined federal and applicable state corporate income tax rate by the taxable income of the Company allocable to such Member for such tax year. To the extent practicable and appropriate, this “ tax distribution, ” if any, shall be payable in quarterly installments coinciding with the Members ’ estimated federal and state tax payment obligations. All amounts payable under this Section 5.4.4 shall be determined by the Board of Managers in its discretion. All amounts payable under this Section 5.4.4 shall be treated as advances on distributions payable to the Members under Section 5.4.3 .

Except for distributions required pursuant to Section 5.4.1 , all distributions of cash and other property shall be made at such time or times, and in such amounts, as the Board of Managers deems appropriate, and subject to any reserve which the Board of Managers in its discretion may retain. The Board of Managers shall have the absolute discretion to determine the amount of cash to be withheld from distribution as a reserve for contingencies and anticipated obligations of the Company. Anything to the contrary herein notwithstanding, no distribution pursuant to this Agreement shall be made if such distribution would result in a violation of the Act.

5.5. Company Funds . The funds of the Company shall be deposited in such bank account or accounts, or invested in such interest-bearing or noninterest-bearing investments, as shall be designated by the Board of Managers. All withdrawals from any such bank accounts shall be made by the Board of Managers or a designated Officer or agent of the Company, provided, that any withdrawals in excess of $5,000 shall require the approval of the Board of Managers. Company funds shall be separately identifiable from and not commingled with those of any other person or entity.

5.6. Books and Records; Partnership Representative . There shall be maintained and kept at all times during the continuation of the Company proper and usual books of account which shall


	6

4829-6315-3005, v. 5

Exhibit 10.2

accurately reflect the condition of the Company and shall account for all matters concerning the management thereof; and which books shall be maintained and kept at the principal office of the Company or at such other place or places as the Board of Managers may from time to time determine. The Company ’ s books and records shall be maintained on the basis selected by the Board of Managers. The fiscal year of the Company shall end on June 30, 2018. Insight will be the “ partnership representative ” within the meaning of Section 6223(a) of the Internal Revenue Code of 1986, as amended.

5.7. Tax Status . It is the intent of the Company and the Members that the Company be treated as a partnership for all federal, state and local tax purposes, and neither the Company nor the Members shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company ’ s tax status as a partnership.

5.8. Allocations . Net income or net loss, as the case may be, and to the extent necessary, each item of income, gain, loss and deduction entering into the computation thereof, for each fiscal year (or any other period that the Board of Managers deems appropriate) shall be allocated to the Members in a manner such that the capital account of each Member, after giving effect to the allocations set forth in Section 5.9 , is, as nearly as possible, equal (proportionately) to (a) the distributions that would be made if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their gross asset value (except that any Company asset that is realized in such fiscal year shall be treated as if sold for an amount of cash equal to the sum of any net cash proceeds and the value of any property actually received by the Company in connection with such disposition), all Company liabilities were satisfied (limited with respect to each non-recourse liability to the gross asset value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Section 5.5 to the Members immediately after making such allocation minus (b) such Member ’ s share of partnership minimum gain (within the meaning of section 1.704-2(d) of the Treasury Regulations) and partner nonrecourse debt minimum gain (within the meaning of section 1.704-2(i)(2) of the Treasury Regulations).

5.9. Other Allocation Provisions .

5.9.1 The rules of Treasury Regulations sections 1.704-1(b) and 1.704-2 shall apply to the allocation of net income, net loss and items thereof and the maintenance of the Members ’ capital accounts.

5.9.2 If the Company is required to pay any amount of taxes (including withholding taxes) with respect to any of its income, such amount shall be allocated to the Members in the same manner as the income subject to such taxes is allocated, provided, however, that, to the extent that such amount is payable with respect to income allocable to some (but not all) of the Members (the “ Taxable Members ” ), the Board of Managers shall (i) allocate such amount to the Taxable Members, and (ii) cause a distribution to be made to all Members other than the Taxable Members in a manner which takes into account the fact that their respective allocable shares of income are not subject to the same taxes.

5.9.3 Where any provision depends on the balance of a capital account of any Member, such capital account shall be determined after the operation of all preceding provisions for the year. These allocations shall be made consistent with the requirements of section 1.704-2(j) of the Treasury Regulations.

ARTICLE 6

LIABILITY, EXCULPATION AND INDEMNIFICATION

6.1. Limitation of Liability . Neither the Members, Managers, nor any of their respective affiliates, or any officers, agents, consultants, authorized persons or employees thereof or of


	7

4829-6315-3005, v. 5

Exhibit 10.2

the Company (collectively, “ Covered Persons ” ), shall have any liability under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company, in each case except to the extent required by the Act.

6.2. Exculpation and Indemnification . A Covered Person shall not be liable or accountable in damages or otherwise to the Company or any other Covered Person for any act or omission done or omitted by him in good faith, unless such act or omission constitutes gross negligence, willful misconduct, or a breach of this Agreement, any employment agreement or any other agreement contemplated herein on the part of the Covered Person. The Company shall, to the fullest extent permitted by applicable law, indemnify each Covered Person against any loss, damage, judgment or claim incurred by or asserted against the Covered Person (including reasonable attorneys ’ fees incurred in the defense thereof) arising out of any act or omission of the Covered Person in connection with the Company, unless such act or omission constitutes gross negligence, willful misconduct or a breach of this Agreement (other than a breach by Hawkeye of its funding obligations set forth in Section 5.2 ), any employment agreement or any other agreement contemplated herein on the part of the Covered Person; provided , however , that any indemnity under this Article 6 shall be provided out of and to the extent of Company assets only, and the Members shall not have any personal liability on account thereof. This Agreement will not create or impose any fiduciary duty to the Company on the Members or the Managers.

6.3. Expenses . The Board of Managers may authorize, in its sole discretion and to the fullest extent permitted by applicable law, the advance by the Company from time to time of expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Article 6 .

6.4. Corporate Opportunities . The Members acknowledge that each of them and their respective affiliates may own and manage other businesses, including businesses that may be competitive with the Company. The Members shall not in any way be prohibited or restricted from engaging or investing in any business opportunity of any type or description and no Member nor its affiliates shall be obligated to present any business opportunity to the Company.

ARTICLE 7

TRANSFER OF INTERESTS

7.1. General . Except as expressly permitted by this Article 7 , no Member may directly or indirectly sell, gift, assign, pledge, hypothecate or otherwise transfer (each, a “ Transfer ” ) any portion of its Units without the consent of the other Member unless such Member first complies with the remaining provisions of this Article 7 , including, without limitation, Sections 7.2 through 7.4 hereof.

7.2. Permitted Transfers . Notwithstanding anything to the contrary contained in this Article 7 , a Member may Transfer all or any portion of its Units, without the consent of the Company or any other Member, to a wholly-owned affiliate of such Member that assumes such Member ’ s obligations pursuant to an instrument in form and substance reasonably satisfactory to the other Members (a “ Permitted Transfer ” ).

7.3. Right of First Refusal . Each Member (the “ Non-Offering Member ” ) shall have a right of first refusal if the other Member (the “ Offering Member ” ) receives an offer from a third party to purchase all or any portion of such Offering Member ’ s Units (the “ Offered Units ” ). Each time the Offering Member receives an offer for any of its Units, the Offering Member shall first make an offering of the


	8

4829-6315-3005, v. 5

Exhibit 10.2

Offered Units to the Non-Offering Member, in accordance with Sections 7.3.1 - 7.3.3 below, prior to Transferring such Offered Units to the third party (other than in connection with a Permitted Transfer).

7.3.1 The Offering Member shall, within five (5) business days of receipt of the offer from the third party, give written notice (the “ Offering Member Notice ” ) to the Company and the Non-Offering Member stating that it has received a bona fide offer from a third party and specifying: (A) the number of Offered Units to be sold by the Offering Member; (B) the name of the third party who has offered to purchase such Offered Units; (C) the per Unit purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (D) the proposed date, time and location of the closing of the Transfer, which shall be not be less than sixty (60) days from the date of the Offering Member Notice.

7.3.2 Upon receipt of the Offering Member Notice, the Non-Offering Member shall have ten (10) business days (the “ ROFR Notice Period ” ) to elect to purchase all (but not less than all) of the Offered Units by delivering a written notice (a “ ROFR Offer Notice ” ) to the Offering Member and the Company stating that the Non-Offering Member offers to purchase such Offered Units on the terms specified in the Offering Member Notice.

7.3.3 If the Non-Offering Member fails to deliver a ROFR Offer Notice in accordance with clause (ii) above, the Offering Member may, during the sixty (60)-day period immediately following expiration of the ROFR Notice Period (which period may be extended for a reasonable time to the extent reasonably necessary to obtain any government approvals) (the “ Waived ROFR Transfer Period ” ), and, subject to Section 7.4 , Transfer all of the Offered Units to the third party on terms and conditions no more favorable to the third party than those set forth in the Offering Member Notice. If the Offering Member does not Transfer the Offered Units within such period, or if such Transfer is not consummated within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Units shall not be Transferred to the third party unless the Offering Member sends a new Offering Member Notice in accordance with this Section 7.3 .

7.4. Tag-Along Rights . Subject to Section 7.3 , if a Member (the “ Transferring Member ” ) desires to Transfer to a third party any Units (other than in connection with a Permitted Transfer), then the Transferring Member shall afford the other Member (the “ Tag-Along Member ” ) the right to participate in such Transfer, in accordance with Sections 7.4.1 – 7.4.4 below, on the same terms and conditions and in the same proportion as the Transferring Member.

7.4.1 The Transferring Member shall provide the Tag-Along Member with written notice (the “ Tag-Along Sale Notice ” ) not more than sixty (60) days nor less than twenty (20) days prior to the proposed date of the sale (the “ Tag-Along Sale Date ” ). Each Tag-Along Sale Notice shall set forth: (A) the number and type of Units proposed to be transferred or sold; (B) the per Unit amount of consideration to be paid and the terms and conditions of payment offered by the third party; (C) the aggregate number of Units held of record; (D) the identity of the third party and confirmation that the third party has been informed of the rights provided for in this paragraph (d) and has agreed to purchase the Units in accordance with the terms hereof; and (E) the Tag-Along Sale Date.

7.4.2 If the Tag-Along Member wishes to participate in the Tag-Along Sale, the Tag-Along Member shall provide written notice (the “ Tag-Along Notice ” ) to the Transferring Member within fourteen (14) days following the receipt of the Tag-Along Sale Notice.

7.4.3


	9

4829-6315-3005, v. 5

Exhibit 10.2

If a Tag-Along Notice is not received by the Transferring Member within the fourteen (14)-day period specified above, the Transferring Member shall have the right to Transfer the number of Units specified in the Tag-Along Notice to the third party without any participation by the Tag-Along Member for a per-Unit consideration which is not more than the per-Unit consideration set forth in the Tag-Along Notice, and otherwise on terms and conditions which are no more favorable in any material respect to the Transferring Member than as stated in the Tag-Along Notice, and only if such Tag-Along Sale occurs on a date within one hundred twenty (120) business days of the Tag-Along Sale Date. If such Tag-Along Sale does not occur within such one hundred twenty (120)-day period, the Units that were to be the subject of such Tag-Along Sale shall continue to be subject to all of the provisions of this paragraph (d).

7.4.4 The Tag-Along Member participating in a Tag-Along Sale shall not be required to make any representations and warranties other than representations as to its due authorization, due execution, enforceability, lack of conflicts or encumbrances, title to its Units and investment qualifications; provided , further , that the liability for any indemnity obligations of the Tag-Along Member under any Transfer document shall be several and not joint and several and, with respect to representations and warranties, shall not exceed the aggregate cash consideration received by the Tag-Along Member in connection with such transaction.

7.5. Unauthorized Transfers Void . Any Transfer or purported Transfer of a Unit that is not permitted under this Article 7 shall be null and void ab initio and of no force or effect whatever.

ARTICLE 8
DISSOLUTION

8.1. Events of Dissolution . The Company shall be dissolved on the earlier of the following events:

8.1.1 The determination of (a) the Board of Managers, or (b) all of the Members to dissolve the Company; or

8.1.2 As otherwise provided by the Act.

8.2. Application of Proceeds . Upon dissolution of the Company, the Board of Managers shall wind up the business of the Company and the assets of the Company shall be distributed:

8.2.1 First, to pay the costs and expenses of the winding up, liquidation and termination of the Company;

8.2.2 Second, to creditors of the Company other than the Members, in the order of priority as provided by law;

8.2.3 Third, to any Member that is a creditor of the Company; and

8.2.4 Finally, to the Members in accordance with Section 5.4 .

ARTICLE 9

REPRESENTATIONS AND WARRANTIES

Each Member represents and warrants to the other Member and the Company acknowledges the following:

9.1.


	10

4829-6315-3005, v. 5

Exhibit 10.2

Authorization; Noncontravention . (i) Such Member is duly authorized and free to enter into this Agreement and to perform its obligations hereunder; (ii) such Member ’ s execution hereof and performance hereunder does not and will not conflict with or violate the rights of any counterparties to any agreement; and (iii) this Agreement constitutes the legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms.

9.2. Restricted Units . The Units (i) have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ” ), or the securities laws of any other jurisdiction, (ii) are issued in reliance upon federal and state exemptions for transactions not involving a public offering and (iii) cannot be disposed of unless (x) they are subsequently registered or exempted from registration under the Securities Act and (y) the provisions of this Agreement have been complied with.

9.3. Accredited Investor . Such Member is an “ accredited investor ” within the meaning of Rule 501 promulgated under the Securities Act and agrees that it will not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 501 promulgated under the Securities Act with respect to the offer and sale of the Units.

9.4. Investment . Such Member ’ s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof.

9.5. Independent Review . Such Member has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and such Member acknowledges that it has been provided adequate access to the personnel, properties, premises and records of the Company.

9.6. No Reliance . The determination of such Member to acquire Units has been made by such Member independent of the other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company that may have been made or given by any other Member or by any agent or employee of any other Member.

9.7. Member Knowledge . Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto.

ARTICLE 10
MISCELLANEOUS

10.1. Governing Law . This Agreement, and the rights of the Members, the Managers and the Company hereunder, shall be governed and construed in accordance with the laws of the State of Nevada without giving effect to any choice of law or conflict of law provision or rule.

10.2. Dispute Resolution . Any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by final and binding arbitration in the State of California in accordance with the JAMS Comprehensive Arbitration Rules & Procedures in effect on the date of the execution of this Agreement (the “ JAMS Rules ” ); provided , however , that if the amount of the damages relating to a disputed indemnification claim is at issue in pending litigation with a third party, arbitration shall not be commenced until such amount is determined by a judgment or settlement agreement or if all parties agree to arbitration. Arbitration will be conducted by one arbitrator mutually selected by the parties to the dispute; provided , however , that if the parties to the dispute fail to mutually select the arbitrator within 10 business days after such dispute is submitted to arbitration, then either party to the dispute may request


	11

4829-6315-3005, v. 5

Exhibit 10.2

that JAMS select the arbitrator in accordance with the JAMS Rules. The parties agree to use commercially reasonable efforts to cause the arbitration hearing to be conducted within 60 days after the appointment of the arbitrator, and to use commercially reasonable efforts to cause the decision of the arbitrator to be furnished within 15 business days after the conclusion of the arbitration hearing. The arbitrator ’ s authority shall be confined to determining: (i) whether a party to the dispute is entitled to recover the contested damages (or a portion thereof), and the portion of the contested damages such party is entitled to recover; and (ii) whether such party is the prevailing party. The final decision of the arbitrator shall include the dollar amount of the award to such party, if any, and the findings of fact and conclusions of law on which it is based shall be furnished to the parties to the dispute in writing and shall constitute a conclusive determination of the issues in question, binding upon such parties. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.

10.3. Amendment . This Agreement may only be amended in writing by the Company and each party; provided that the Company may update Exhibit A without the consent of any party to reflect modifications required to be made thereto as a result of actions taken in accordance with this Agreement.

10.4. No Waiver . No failure by any Member to insist upon the strict performance of any provision of this Agreement or to exercise any right or remedy upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, agreement, term or condition.

10.5. Successors . All of the terms of this Agreement are binding upon and inure to the benefit of and are enforceable by, the Members and their respective successors and assigns.

10.6. Notices . All notices or other communications required under this Agreement shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service requiring signed acknowledgment of delivery or mailed by registered or certified mail (return receipt requested) or sent via facsimile or electronic mail (with acknowledgment of complete transmission or receipt). If sent by registered or certified mail, notice shall be deemed to have been received and effective five business days after mailing, and if by overnight mail, facsimile, electronic mail or personal delivery, one business day after being sent. All notices shall be addressed to the parties at the addresses set forth in the Company ’ s books and records.

10.7. Severability . To the extent that any provision of this Agreement may be deemed or determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not impair or affect any other provision, and this Agreement shall be interpreted so as to most fully give effect to its terms and still be valid and enforceable; provided however , that any provision altered pursuant to this Section 10.6 shall not result in a material adverse impairment of the rights or obligations of any Member.

10.8. Rules of Construction.

10.8.1 Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

10.8.2 The terms “ herein, ” “ hereto, ” “ hereof, ” “ hereby, ” and “ hereunder, ” and other terms of similar import, refer to this Agreement as a whole, and not to any section or other part hereof. The term “ include ” and its forms shall be construed as if followed by the phrase “ without limitation.

10.8.3 Reference to a person or entity includes its successors and permitted assigns.

10.8.4


	12

4829-6315-3005, v. 5

Exhibit 10.2

Each party acknowledges that this Agreement was jointly negotiated and drafted by the parties with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

10.9. Counterparts . This Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signatures of each of the Members to one of such counterpart signature pages. All of such counterpart signatures pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. This Agreement and any amendments hereto, to the extent signed and delivered by means of digital imaging (including PDF), electronic mail or facsimile, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

10.10. Headings . All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

10.11. References to this Agreement . Numbered or lettered articles, sections, and subsections herein contained refer to articles, sections, and subsections of this Agreement unless otherwise expressly stated.

10.12. Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. It supersedes any prior agreement or understandings among them with respect to the subject matter hereof, including the JV Agreement, and it may not be modified or amended in any manner other than as set forth herein.

10.13. Assignment . No party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part without the prior written consent of the other parties, except that each party may assign, without the consent of the other parties, all or any of its rights hereunder in connection with a Transfer permitted under Article 7 . Any attempted assignment or delegation in violation hereof shall be void ab initio .

[SIGNATURE PAGE FOLLOWS]


	13

4829-6315-3005, v. 5

Exhibit 10.2

IN WITNESS WHEREOF, THE UNDERSIGNED MEMBERS HAVE EXECUTED THIS AGREEMENT, EFFECTIVE AS OF THE EFFECTIVE DATE. THE UNDERSIGNED ACKNOWLEDGE AND AGREE THAT SECTION 2.4 MODIFIES THE FIDUCIARY DUTIES OF THE MEMBERS AND THE MANAGERS UNDER THE ACT. THE UNDERSIGNED ACKNOWLEDGE AND AGREE THAT BY EXECUTING AND DELIVERING THIS AGREEMENT THAT THE UNDERSIGNED EXPRESSLY CONSENT TO SUCH MODIFICATIONS.

MEMBERS :

INSIGHT ENGINEERING LLC

By:

Name: Lucas Foster

Title: Chief Executive Officer

HAWKEYE SYSTEMS, INC.

By:

Name: Corby Marshall

Title: Chief Executive Officer

4829-6315-3005, v. 5

Exhibit 10.2

Exhibit A


Member Name	Units	Percentage Interest
InSight Engineering LLC	1,000,000	50.0%
HawkEye Systems, Inc.	1,000,000	50.0%
TOTAL	2,000,000	100.0%

Total Units: 2,000,000

4829-6315-3005, v. 5

Exhibit 10.3

EXCLUSIVE LICENSE AGREEMENT

This EXCLUSIVE LICENSE AGREEMENT (this “ Agreement ”) is entered into as of August 1, 2018 (the “ Effective Date ”), by and between InSight Engineering LLC, a Delaware limited liability company (“ Licensor ”) having a place of business at 7119 W. Sunset Blvd., #468, Los Angeles, CA 90046, and Optical Flow, LLC, a Nevada limited liability company (“ Licensee ”) having a place of business at 7119 W. Sunset Blvd., #468, Los Angeles, CA 90046.

RECITALS

Licensor is the sole and exclusive owner of all right, title, and interest in and to the technology listed on Exhibit A appended hereto, as amended from time to time by written agreement of the parties (the “ Technology ”).

Licensor has certain rights in Know-How (as defined below).

The Technology and Know-How are collectively referred to as the “ Licensed Subject Matter ”.

The parties now wish to enter into this Agreement pursuant to which Licensor will license the Licensed Subject Matter to Licensee according to the terms and conditions set forth herein.

This Agreement is being entered into concurrently with that certain Operating Agreement of Optical Flow, LLC (the “ JV Agreement ”) dated as of the date hereof, by and between Licensor and HawkEye Systems, Inc., a Nevada corporation (“ Hawkeye ”).

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions.

“ Affiliate ” means with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the affirmative power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, partnership interests or other ownership interests, by contract, by membership or involvement in the board of directors or other management structure of such Person, or otherwise.

“ Know-How ” means any technical information, know-how, process, procedure, composition, device, method, formula, protocol, technique, software, design, drawing or data relating to the Technology or the Licensed Field which is not included in the Technology but which is necessary or useful for utilizing the Technology in the Licensed Field.

“ Licensed Field ” means areas of, relating to or used in military and law enforcement applications.

“ Licensed Product ” means any product comprising or incorporating Licensed Subject Matter pursuant to this Agreement.

“ Licensed Territory ” means the world.

“ Modification/Derivation ” shall mean a work based on or incorporating the Technology or Know-How, or portion thereof, including but not limited to derivative works, modifications, translations, abridgments, condensations, expansions, improvements, updates, enhancements, or any other form in which the underlying work may be recast, transformed, adapted or revised. For purposes hereof, a Modification/Derivation will also include any compilation that incorporates the Technology, Know-How, or portion thereof.

“ Net Sales ” means the gross revenues (whether or not in cash) actually received by Licensee from the Sale of Licensed Products less sales, V.A.T. and/or use taxes, duties and similar governmental assessments actually paid, transportation, packing, shipping insurance and amounts allowed or credited due to returns (not to exceed the original billing or invoice amount).

“ Net Sublicensing Revenue ” means the gross revenues (whether or not in cash) actually received by Licensee from sublicenses granted pursuant to Section 2.3 , below, less sales, V.A.T. and/or use taxes, duties and similar governmental assessments actually paid.

“ Person ” means any individual, company (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.

“ Sale ” or “ Sold ” means the transfer or disposition of a Licensed Product for value to a party other than Licensee or an Affiliate of Licensee.

Technology and Know-How; Ownership And License Grants

2.1

Technology and Know-How License Grant . Licensor grants to Licensee:

(a)

an exclusive, non-revocable license to use the Technology to develop, manufacture, have manufactured, use, have used, market, distribute, and/or sell or have sold Licensed Products and to otherwise exploit the Technology within the Licensed Territory and within the Licensed Field;

(b)

a non-exclusive, non-revocable license to use the Know-How to develop, manufacture, have manufactured, use, have used, market, distribute, and/or sell or have sold Licensed Products and to otherwise exploit the Know-How within the Licensed Territory and within the Licensed Field;

(c)

a non-exclusive, non-revocable license to copy and display the manuals and other written materials as delivered by Licensor to Licensee from time to time, in any medium, relating to the maintenance, installation, or operation of the Licensed Subject Matter (the “ Documentation ”), only as reasonably necessary to exercise the licenses granted in Section 2.1(a) and Section 2.1(b) above.

The above license grant(s) shall be subject to the payment by Licensee to Licensor of all consideration as provided by this Agreement. Licensee shall have the right to extend the license granted herein to any Affiliate provided that such Affiliate consents to be bound by this Agreement to the same extent as Licensee (provided that the foregoing does not and is not intended to create redundant or double obligations regarding royalties, reimbursement, marketing efforts or any other matter).

2.2

Rights Retained by Licensor . Licensee shall not use the Technology or Know-How, other than as provided in Section 2.1 hereof, including without limitation for its sole purposes to include any purpose other than commercialization of any product comprising or incorporating Licensed Subject Matter within the Licensed Field. In addition, any information obtained by Licensee from Licensor may only be used by Licensee for the purpose described herein and may not be disclosed to any third party.

2.3

Right to Sublicense . Licensor grants to Licensee the right to grant sublicenses of the Licensed Subject Matter in connection with the development, manufacture, or sale of the Licensed Products, provided that, with respect to Licensor, Licensee shall be responsible for (and entitled to credit for) the obligations of its sublicensees relevant to this Agreement as if such obligations were carried out by Licensee. Licensee further agrees to make available to Licensor a true and correct copy of each sublicense granted by Licensee, and any modification or termination thereof, within thirty (30) days after any request therefor from Licensor. Licensee will have the right to delete portions of such sublicense that it considers confidential. Upon termination of this Agreement, any and all existing sublicenses granted by Licensee shall be assigned to Licensor as their terms permit, or shall terminate (if their terms do not so permit).

2.4

Right to Make Derivative Works . Licensor grants to Licensee the right to make Modifications/Derivations. Notwithstanding the foregoing, in the event that Licensee makes any Modification/Derivation, it shall not enter into any agreement with a third party to license or otherwise exploit such Modification/Derivation outside of the Licensed Field before it has given not less than thirty (30) days prior written notice to Licensor of its intent to do so and has negotiated in good faith with Licensor during such period for a license to Licensor for the right to use such Modification/Derivation.

2.5

Ownership of the Technology, Know-How, and Documentation . Licensor will at all times retain sole and exclusive right, title and interest in and to the Technology, Know-How, and Documentation. Nothing in this Agreement will be construed as granting Licensee any ownership rights therein.

2.6

Ownership of Modifications/Derivations . Subject to the rights of Licensor in the Technology, Know-How, and Documentation, Licensee will at all times retain sole and exclusive right, title and interest in and to any Modifications/Derivations made or created by Licensee.

Payments and Reporting

3.1

License Fees . Licensee will pay to Licensor the licensing fees set forth on Exhibit B (the “ Royalty Fees ”). The Royalty Fees will be due and payable by Licensee to Licensor forty-five days following the end of each calendar quarter with respect to all Net Sales and Net Sublicensing Revenue received by Licensee in the immediately preceding calendar quarter or within forty-five days of the expiration or termination of this Agreement. Simultaneously with each payment of Royalty Fees, Licensee shall deliver to Licensor a true and accurate report, giving such particulars of the business conducted by Licensee during the preceding calendar quarter under this Agreement as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantities of Licensed Products that Licensee has Sold and the total Net Sales; (b) total Net Sublicense Revenue, (c) the calculation of Royalty Fees on Net Sales and Net Sublicense Revenue; and (d) the total Royalty Fees so computed and due to Licensor. If no payments are due, it shall be so reported.

3.2

Records, Audit . Licensee will keep detailed records of all activities reasonably relating to its performance under this Agreement (“ Records ”) during the Term and for a period of one (1) year following the expiration or termination of this Agreement. Licensor, upon thirty (30) days prior written notice to Licensee during the Term and for a period of one (1) year following the expiration or termination of this Agreement, may conduct an audit of Licensee’s Records for the purpose of verifying the accuracy and completeness of any report or other information provided by Licensee under this Agreement. Any such audit will be conducted (a) in a manner that will not unreasonably interfere with the Licensee’s operations, and (b) by an independent certified public accounting firm that is reasonably acceptable to Licensee and that has agreed in writing to protect the confidentiality of the Licensee’s Records and other information. Licensor may conduct an audit under this section no more than once during any 12-month period. The costs of any such audit will be borne by Licensor; provided, however, that if any audit determines that the report or other information subject to the audit is inaccurate or incomplete by greater than ten percent (10%) (as measured by an appropriate measure reasonably determined by the auditor), Licensee will promptly reimburse Licensor for all reasonable expenses incurred to conduct and collect from the audit.

Term and Termination

4.1

Term . The initial term of this Agreement will commence as of the Effective Date and shall continue in force for five (5) years from the Effective Date, and will be automatically renewed for periods of (1) year each unless (a) either party gives notice of non-renewal to the other party at least sixty (60) days prior to the end of any then-current term, or (b) the agreement is terminated pursuant to the provisions of Section 4.2 or Section 4.3 below (the “ Term ”).

4.2

Termination Due to Breach or Default . This Agreement will immediately terminate upon notice by either party to the other to the effect that:

4.2.1

such other party has failed to perform or comply with any one or more of its material obligations under this Agreement and has failed to cure that breach within thirty (30) days of written notice of such breach; or

4.2.2

a winding up or bankruptcy petition made by such party or an involuntary petition in bankruptcy has been filed and remains outstanding 90 days later, an order is made, an effective resolution passed or legislation enacted for the winding-up of such other party or if a receiver and/or manager is appointed of the undertaking or part thereof of such other party.

4.3

Termination Upon Certain Events . Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee if any one or more of the following events occurs:

4.3.1

Hawkeye fails to satisfy its funding obligations in accordance with the funding commitment schedule set forth in Section 5.2 of the JV Agreement;

4.3.2

If at any time prior to the fifth anniversary of the Effective Date, Corby Marshall no longer serves on the board of directors of Hawkeye and/or no longer serves as Hawkeye’s Chief Executive Officer due to any reason other than his death or permanent disability;

4.3.3

Hawkeye, or any of its directors, officers or employees, issues any press release or makes any public statement about the Licensee, Licensor, this Agreement or the relationship of the parties which is materially misleading or takes any action with respect to the foregoing which has the purpose or effect of materially misleading Hawkeye’s stockholders or potential purchasers of Hawkeye’s capital stock; or

4.3.4

Licensee has not achieved $1,500,000 in annual Net Sales and Net Sublicensing Revenue and/or has failed to file a patent application with respect to the Licensed Subject Matter on or prior to the third anniversary of the Effective Date, or has not achieved $7,500,000 in total Net Sales and Net Sublicensing Revenue on or prior to the fifth anniversary of the Effective Date.

4.4

Duties Upon Expiration or Termination . Upon the expiration or termination of this Agreement, each party will destroy or return any and all Confidential Information (as defined in Section 6.1 ) received from the other party pursuant to this Agreement. Licensee will also destroy or deliver to Licensor any and all Documentation, whether confidential or otherwise, regarding the Licensed Subject Matter that was provided by Licensor to Licensee under this Agreement.

4.5

Effect of Termination . No termination of this Agreement shall affect the rights of third parties using Licensed Products sold by Licensee or any of its Affiliates or Sub-Licensees in accordance with this Agreement.

Confidentiality

5.1

Confidential Information . During the term of this Agreement, either party may come into possession of the other party’s Confidential Information. For the purposes of this Agreement, “ Confidential Information ” means any information that a party designates as confidential or which the receiving party knows or has reason to know is confidential. Without limiting the foregoing, Confidential Information includes financial, business and technical plans and strategies, inventions, new products, services or technology, and expressly includes the Know-How. Confidential Information does not include information which is: (a) already known by the receiving party at time of disclosure; (b) or becomes, through no act or fault of the receiving party, publicly known; (c) received by the receiving party from a third party without a restriction on disclosure or use; or (d) independently developed by the receiving party without reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information to the extent required to be disclosed by a court or governmental agency pursuant to a statute, regulation or valid order; provided that the receiving party first notifies the disclosing party, unless precluded by applicable law, and gives it the opportunity to seek a protective order or to contest such required disclosure.

5.2

Restrictions . Each party will hold the disclosing party’s Confidential Information in confidence and shall only use such information for the purposes of complying with its obligations under this Agreement. Each party will use the same precautions to prevent disclosure to third parties of such information as it uses with its own confidential information, but in no case less than reasonable efforts. The confidentiality obligations hereunder shall survive for the Term of this Agreement and for a period of five (5) years thereafter, except that the confidentiality obligations with respect to any Confidential Information that constitutes a trade secret shall survive until such information made publicly available.

5.3

Additional Obligations . Each party agrees (i) not to alter or remove any identification of any copyright, trademark or other proprietary rights notice which indicates the ownership of any part of the Confidential Information, and (ii) unless legally permitted from doing so, to notify the other party of the circumstances surrounding any possession, use or knowledge of the Confidential Information by any person or entity other than those authorized by this Agreement.

Representations and Warranties

6.1

Mutual representations and Warranties

6.1.1

Organization and Qualification . Each party represents and warrants that it is duly organized and existing in good standing under the laws of the jurisdiction in which it is organized, is duly qualified and in good standing as a foreign corporation in every state in which the character of its business requires such qualifications, and has the power to own its property and to carry on its business as now being conducted.

6.1.2

Authorized Agreement . Each party represents and warrants that the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement, are within its powers, have been duly authorized by all necessary corporate action, do not require any consent or other action by and in respect of or filing with any third party or governmental body or agency and do not, and will not, contravene, violate or conflict with or constitute a default under any provision of applicable law, regulation, or published interpretive guidance or ruling.

6.2

Licensor’s Specific Representations and Warranties .

6.2.1

IP Rights . Licensor hereby represents and warrants that it is the owner of the entire right, title and interest in and to the Licensed Subject Matter, and that it has the sole right to grant licenses thereunder, and that it has not granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein.

6.2.2

Violations . Licensor hereby represents and warrants that its intellectual property and related materials, including the Licensed Subject Matter, do not violate any laws relating to unfair competition, defamation, invasion of privacy, rights of celebrity or publicity, third party intellectual property rights, or any other relevant cause of action.

Disclaimer & Limitation Of Liability

7.1

Disclaimer of Warranties . THE WARRANTIES SET FORTH HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE RESPECTIVE PARTIES. EACH PARTY EXPRESSLY DISCLAIMS, AND HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.2

Scope of Liability . EXCEPT FOR THIRD PARTY CLAIMS AND REGULATORY ACTIONS ARISING UNDER SECTION 8 BELOW, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING BUT NOT LIMITED TO CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), OR CLAIMS ARISING FROM THE TERMINATION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

8.1

Indemnification by Licensee . Regardless of any investigation made at any time by or on behalf of Licensor, or any information that Licensor may have, Licensee unconditionally agrees to protect, defend, indemnify and save and hold Licensor, and each of Licensor’ subsidiaries, Affiliates, officers, directors, attorneys, accountants, agents and employees (the “ Licensor Indemnified Parties ”), free and harmless from and against any and all costs, demands, losses, claims, liabilities, fines, penalties, assessments, damages (whether or not “punitive” in nature), including the burden and expense of defending against all Third Party Claims and Regulatory Actions (even if such Third Party Claims or Regulatory Actions are groundless, false or fraudulent), or amounts paid in settlement thereof, including interest on amounts actually paid by Licensor at the rate of the lesser of (i) 5% per annum, and (ii) the maximum rate permitted by applicable law, from the date of any payment made by Licensor through and including the date the amount any such payment is reimbursed by Licensee hereunder and court costs (including court-awarded interest) and reasonable attorneys' fees and disbursements of counsel (including legal or other expenses reasonably incurred in connection with investigating or defending the same), incurred by any of the Licensor Indemnified Parties arising out of, or alleged to arise out of, or based upon, or alleged to have been based upon any of the following:

8.1.1

any breach of any covenant of Licensee, or material inaccuracy or omission in any representation or warranty, contained in this Agreement or any other agreement to be executed in connection with the transactions contemplated by this Agreement;

8.1.2

any claims by any creditor or alleged creditor of Licensee to the effect that Licensor Indemnified Parties, or any of them, are responsible or liable for the debts, obligations, commitments or other obligations of Licensee; and

8.1.3

any claim arising from the use or distribution of the Licensed Products, except to the extent such claim arises from the use of Licensed Subject Matter pursuant to Section 8.2 .

8.2

Indemnification by Licensor . Regardless of any investigation made at any time by or on behalf of Licensee, or any information that Licensee may have, Licensor unconditionally agrees to protect, defend, indemnify and save and hold Licensee, and each of Licensee’s subsidiaries, Affiliates, officers, directors, attorneys, accountants, agents and employees (the “ Licensee Indemnified Parties ”), free and harmless from and against any and all costs, demands, losses, claims, liabilities, fines, penalties, assessments, damages (whether or not “punitive” in nature), including the burden and expense of defending against all Third Party Claims and Regulatory Actions (even if such Third Party Claims or Regulatory Actions are groundless, false or fraudulent), or amounts paid in settlement thereof, including interest on amounts actually paid by Licensee at the rate of the lesser of (i) 5% per annum, and (ii) the maximum rate permitted by applicable law, from the date of any payment made by Licensee through and including the date the amount any such payment is reimbursed by Licensor hereunder and court costs (including court-awarded interest) and reasonable attorneys' fees and disbursements of counsel (including legal or other expenses reasonably incurred in connection with investigating or defending the same), incurred by any of the Licensee Indemnified Parties arising out of, or alleged to arise out of, or based upon, or alleged to have been based upon any of the following:

8.2.1

any breach of any covenant of Licensor, or material inaccuracy or omission in any representation or warranty, contained in this Agreement or any other agreement to be executed in connection with the transactions contemplated by this Agreement;

8.2.2

any claims by any creditor or alleged creditor of Licensor to the effect that Licensee Indemnified Parties, or any of them, are responsible or liable for the debts, obligations, commitments or other obligations of Licensor; and

8.2.3

any claim arising from the use of the Licensed Subject Matter.

8.3

Indemnification Procedure . A party entitled to be indemnified, as set forth under this Agreement (the “ Indemnified Party ”), shall notify the party responsible for such indemnification (the “ Indemnifying Party ”) in writing as soon as practicable, and within five (5) business days of notice or assertion of such claim(s); provided , that failure to timely notify the Indemnifying Party within such time frame shall not relieve such Indemnifying Party of its obligations under this section unless and only to the extent that the Indemnifying Party is actually prejudiced by such failure to notify. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that it is obligated under this section to defend and/or indemnify the Indemnified Party, then the Indemnifying Party shall be so entitled, if it so elects in writing within 10 days after receipt of such notice, to take control of the defense and investigation of such claim(s) and to employ and engage attorneys of its choice reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying party’s sole cost and expense. The Indemnified Party shall cooperate in all reasonable aspects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim(s) and any appeal arising therefrom; provided however, that the Indemnified Party, may at its own cost and expense, participate through its own attorneys or otherwise, in such investigation, trial and defense of such claim(s) and any appeal arising therefrom, provided , however , that the Indemnifying Party shall at all times have the right to control all aspects of the handling of such claim(s), including but not limited to, any compromise, settlement or other resolution of such claim(s); provided , further , that the Indemnifying Party shall not have the right to settle any claim against the Indemnified Party without the Indemnified Party’s prior written consent, unless such settlement does not involve a remedy other than the payment of money, and provides for full and unconditional release of all liability against the Indemnified Party.

8.4

Remedy . If a claim, action, suit or proceeding, including a Third Party Claim or Regulatory Action arises pursuant to Section 8.2.3 , then the Licensor may at its own election (and at its own expense) (i) replace substantially equivalent Licensed Subject Matter for the infringing item, (ii) modify or fix the infringing item so that it no longer infringes but remains functionally equivalent, (iii) obtain for the benefit of Licensee the right to continue using such item in accordance with this Agreement, or (iv) immediately terminate this Agreement without further liability to Licensee.

8.5

No Liability For Legal Expenses Following Legal Notice . After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such claim(s), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by the Indemnified Party in connection with the defense of that claim(s). If the Indemnifying Party does not assume full control, then the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim(s) in such manner as it deems appropriate, at the sole cost and expense of the Indemnifying Party.

8.6

Certain Definitions . For purposes of this Agreement, “ Regulatory Action ” means any claim, demand, action or proceeding (including, without limitation, any civil, criminal and/or administrative proceeding) brought, threatened or initiated by any governmental authority in connection with the acts of the Indemnifying Party, or any of its subsidiaries, Affiliates, officers, directors, attorneys, accountants, agents or employees, including without limitation, performance under the terms of this Agreement; and “ Third Party Claim ” means any third party claim, action, demand or proceeding (other than Regulatory Actions) made, asserted or threatened against any Indemnified Party arising out of any of the acts of the Indemnifying Party, or any of its subsidiaries, Affiliates, officers, directors, attorneys, accountants, agents or employees, including without limitation, performance under the terms of this Agreement.

Infringement by Third Parties . Licensee shall have the first right to enforce or have enforced at no expense to Licensor any rights in the Technology and Know-How to the extent exclusively licensed hereunder against infringement by third parties and shall be entitled to retain recovery from such enforcement. Upon Licensee's undertaking to pay all expenditures reasonably incurred by Licensor, Licensor shall reasonably cooperate in any such enforcement and, as necessary, join as a party therein. After first deducting its costs and expenses incurred in respect of enforcement (to the extent not otherwise awarded by settlement or a court), Licensee shall pay Licensor Royalty Fees (calculated in accordance with Section 4.1 , above), on the balance of any monetary recovery to the extent such monetary recovery is held to be a reasonable royalty or damages in lieu thereof. In the event that Licensee does not file suit against or commence settlement negotiations with a substantial infringer of Licensor's Technology and Know-How within six (6) months of receipt of a written demand from Licensor that Licensee bring suit, then the parties will consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the rights in question in light of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against Licensee and Licensor, the diversion of Licensee's human and economic resources, the impact of any possible adverse outcome on Licensee and the effect any publicity might have on Licensee's and Licensor's respective reputations and goodwill). If the parties cannot agree, the determination will be made by a mutually and reasonably acceptable third party consultant. If after such process, it is determined that a suit should be filed and Licensee does not file suit or commence settlement negotiations forthwith against the substantial infringer, then Licensor shall have the right to enforce any Technology right licensed hereunder on behalf of itself and Licensee (Licensor retaining all recoveries from such enforcement).

10.

General

10.1

Governing Law . This Agreement will be interpreted in accordance with the laws of the State of California, United States of America, without regard to the conflicts of laws principles thereof.

10.2

Assignment . This Agreement may not be assigned by a party to any third party without the express written approval of the other party and any attempt at assignment will be null and void. Notwithstanding the foregoing, a party may assign this Agreement to a third party without such consent in the event of a merger, reorganization or sale of all or substantially all of the party’s assets or voting securities, provided that written notice of such assignment is delivered to the other party and the assignee assumes all the responsibilities and obligations provided herein.

10.3

Independent Contractors . Each party acknowledges and agrees that it is dealing with the other party as independent contractors. Nothing contained in this Agreement will be interpreted as constituting either party the employee or agent of the other party or as conferring upon either party the power of authority to bind the other party in any transaction with third parties.

10.4

Notices . All legal notices required herein will be in writing addressed to the respective parties as set forth in the preamble to this Agreement and will either be (i) personally delivered, (ii) transmitted by postage prepaid certified mail, return receipt requested, (iii) transmitted by nationally recognized private express courier, or (iv) sent by telecopier, electronic mail facsimile transmission, and will be deemed to have been given on the date of receipt. Either party may change its address for purposes hereof by written notice to the other in accordance with the provisions of this section.

10.5

Force Majeure . If any party to this Agreement is delayed in the performance of any of its obligations under this Agreement or is prevented from performing any such obligations due to causes or events beyond its control, including, without limitation, acts of God, fire, flood, strike or other labor problem, injunction or other legal restraint, present or future law, governmental order, rule or regulation, then such delay or nonperformance shall be excused and the time for performance thereof shall be extended to include the period of such delay or non-performance; provided however, the non-performing party is without fault in causing such non-performance or delay, and such non-performance or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means. In any such event, the non-performing party shall be excused from any further performance or observance of the obligation so affected only for so long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as reasonably practicable. Any party so delayed in its performance shall immediately notify the other parties to whom performance is due by telephone (to be confirmed in writing within two (2) days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay and the party’s efforts to minimize such delay. Any party delayed in its performance shall also promptly notify the other parties when such force majeure event ends.

10.6

Waiver . The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind.

10.7

Headings . The headings to the sections and exhibits of this Agreement are included merely for convenience of reference and do not affect the meaning of the language included therein.

10.8

Severability . In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, the other provisions of this Agreement will remain in full force and effect.

10.9

Attorney’s Fees . Should either party hereto initiate a legal or administrative action or proceeding (an “ Action ”) to enforce any of the terms or conditions of this Agreement, the prevailing party (as determined by the court or other fact-finder) will be entitled to recover from the losing party all actual costs of the Action, including without limitation attorneys’ fees and costs regardless of any statutory awards or limitations.

10.10

Rights to Injunctive Relief . Both parties acknowledge that remedies at law may be inadequate to provide full compensation in the event of a material breach relating to either party’s obligations, representations, and warranties hereunder, and the non-breaching party shall therefore be entitled to seek injunctive relief in the event of any such material breach.

10.11

Survival . Sections 1, 2.5, 2.6, 3, 4.4, 4.5, 5, 6, 7, 8, 9 and 10 will survive termination of this Agreement.

10.12

Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, will be deemed to be an original.

10.13

Entire Agreement . This Agreement, including the exhibits attached hereto, constitutes the entire Agreement and understanding between the parties, and integrates all prior discussions between the parties related to its subject matter. No modification of any of the terms herein will be valid unless in writing and signed by an authorized representative of each party.

Exhibit 10.3

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date.

Exhibit 10.3

EXHIBIT A

Technology

All technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs.

Exhibit 10.3

EXHIBIT B

Royalties

Five percent (5%) of the Net Sales (the “ Sales Royalty ”); and

Five percent (5%) of Net Sublicensing Revenue (the “ Sublicense Royalty ”).

Exhibit 10.4

SUBSCRIPTION AGREEMENT

TO:

HAWKEYE SYSTEMS, INC. (the “Company”)

7119 W. Sunset Blvd., #468

Los Angeles, CA 90046

Purchase of Shares

Subscription

1.1

The undersigned, namely, ___

______ (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Company, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, shares (the “Shares”) of the Company’s common stock at a price of TWO DOLLARS AND NO CENTS ($2.00) per share (such subscription and agreement to purchase being the “Subscription” for the total purchase price of USD $ .00 (the “Subscription Proceeds”), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

Payment

2.1

The Subscription Proceeds must accompany this Subscription and shall be paid by certified check or bank draft drawn on a chartered bank, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company to the wiring instructions that are provided in this Agreement.

2.2

The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

2.3

Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

Closing

3.1

Closing of the Offering (the “Closing”) shall occur on such date as may be determined by the Company (the “Closing Date”).

3.2

The Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares to such subscriber(s) against payment therefor at any time on or prior to the Closing Date.

Acknowledgements of Subscriber

5.1

The Subscriber acknowledges and agrees that:

(a)

The decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission (the “SEC”);

(b)

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(c)

by execution hereof the Subscriber has waived the need for the Company to

communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;

(d)

the Company is entitled to rely on the representations and warranties and the statements

and answers of the Subscriber contained in this Subscription Agreement, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;

(e)

the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

(f)

the issuance and sale of the Shares to the Subscriber will not be completed if it would be

unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;

(g)

the Subscriber has been advised to consult its own legal, tax and other advisors with

respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;

(h)

neither the SEC nor any other securities commission or similar regulatory authority has

reviewed or passed on the merits of the Shares;

(i)

there is no government or other insurance covering any of the Shares; and

(p)

this Subscription Agreement is not enforceable by the Subscriber unless it has been

accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.

Representations, Warranties and Covenants of Subscriber

6.1

The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(a)

the Subscriber has received and carefully read this Subscription Agreement;

(b)

the Subscriber has the legal capacity and competence to enter into and execute this

Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

(c)

the entering into of this Subscription Agreement and the transactions contemplated

hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(d)

the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

Representations and Warranties of the Company

8.1

The Company represents and warrants to the Subscriber that, as of the date of this Subscription Agreement and at Closing hereunder:

(a)

The Company and its subsidiaries are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdictions in which they are incorporated, continued or amalgamated;

(b)

The Company and its subsidiaries are the beneficial owners of the properties, business and assets or the interests in the properties, business or assets referred to in all filings by the Company with the Securities & Exchange Commission (the “Public Record”) and except as disclosed therein, all agreements by which the Company or its subsidiaries holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated;

(c)

The financial statements comprised in the Public Record accurately reflect the financial position of the Company as at the date thereof, and no adverse material changes in the financial position of the Company have taken place since the date of the Company’s last financial statements except as filed in the Public Record;

(d)

The creation, issuance and sale of the Shares by the Company does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Company is a party;

(e)

The Shares will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the Company will reserve sufficient shares in the treasury of the Company to enable it to issue the Shares;

(f)

This Subscription when accepted has been duly authorized by all necessary corporate action on the part of the Company and, subject to acceptance by the Company, constitutes a valid obligation of the Company legally binding upon it and enforceable in accordance with its terms;

Governing Law

13.1

This Subscription Agreement is governed by the laws of the State of Nevada and the federal laws of the United States of America applicable therein.

10.

Counterparts and Electronic Means

19.1

This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.

Exhibit 10.4

20.1

Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Subscriber has duly executed this Subscription Agreement as of the date hereinafter set forth.

DELIVERY AND REGISTRATION INSTRUCTIONS


1.	Delivery - please deliver the Share certificates to:
	______ _______
	_________________________________________________________________

2.	Registration - registration of the certificates which are to be delivered at closing should be made as follows:
________ ____________________________________________
	(name)
_________ ___ ________________________________________
	(address)

3.	The undersigned hereby acknowledges that he or she will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.

______

_________________________________________________
(Name of Subscriber – Please type or print)

_________________________________________________________________
(Signature and, if applicable, Office)

________Same as above_____________________________________________
(Address of Subscriber)

_________________________________________________________________
(City, State, and Zip Code of Subscriber)

_________________________________________________________________
(Country of Subscriber)

_________________________________________________________________
(Fax Number and email address)

ACCEPTANCE

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by HAWKEYE SYSTEMS, INC.

DATED at ____

_______________ (“Location”), the ____ day of _____ ____, 2018.

HAWKEYE SYSTEMS, INC.

___________________________________________

Name: Corby Marshall

Title: Chief Executive Officer

Wire Instructions to HAWKEYE SYSTEMS, INC.:

Bank Name:

Bank Address:

Swift Code:

Bank Code:

Account number:

Beneficiary Name:

Beneficiary Address:

Exhibit 10.5

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

HawkEye Systems, Inc.

SERIES A WARRANT

Warrant No.: 2

Number of Shares of Common Stock: ___________

Date of Issuance: June 30, 2018 (" Issuance Date ")

HawkEye Systems, Inc., a Nevada corporation (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________________________________, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at $0.30 per share (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the " Warrant "), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), _________________ (__________) fully paid nonassessable shares of Common Stock (as defined below) (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17.

EXERCISE OF WARRANT .

(a)

Mechanics of Exercise . Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the date hereof, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the " Exercise Notice "), of the Holder's election to exercise this Warrant and (ii) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the " Aggregate Exercise Price ") in cash or wire transfer of immediately available funds. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the tenth Business Day following the date (the " Share Delivery Date ") on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the " Exercise Delivery Documents "), the Company shall issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (ii)(A) above, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than ten Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes (other than income taxes of the holder) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

(b)

Exercise Price . For purposes of this Warrant, " Exercise Price " means $0.30, subject to adjustment as provided herein.

(c)

Disputes . In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 14.

(d)

Limitations on Exercises; Beneficial Ownership . The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own (directly or indirectly through Warrant Shares or otherwise) in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned (directly or indirectly through Warrant Shares or otherwise) by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this subsection, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61 ^st ) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)

Adjustment upon Subdivision or Combination of shares of Common Stock . If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)

Other Events . If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.

RIGHTS UPON DISTRIBUTION OF ASSETS . If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a " Distribution "), at any time after the issuance of this Warrant, then, in each such case:

(a)

any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Closing Bid Price of a share of Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company's Board of Directors) applicable to one share of Common Stock, and (ii) the denominator shall be the Closing Bid Price of the shares of Common Stock on the trading day immediately preceding such record date; and

(b)

the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); provided that in the event that the Distribution is of shares of Common Stock (or common stock) (" Other Shares of Common Stock ") of a company whose common shares are traded on a national securities exchange or a national automated quotation system, then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding paragraph (a) and the number of Warrant Shares calculated in accordance with the first part of this paragraph (b).

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS .

(a)

Purchase Rights . In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the " Purchase Rights "), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(b)

Fundamental Transactions . If the Company enters into or is party to a Fundamental Transaction, then the Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity and Holder to comply with the provisions of this Section 4(b). The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the exercise of this Warrant.

NONCIRCUMVENTION . The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action that is required hereunder to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

WARRANT HOLDER NOT DEEMED A STOCKHOLDER . Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 7, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to its shareholders.

REISSUANCE OF WARRANTS .

(a)

Transfer of Warrant . If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b)

Lost, Stolen or Mutilated Warrant . Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c)

Exchangeable for Multiple Warrants . This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.

(d)

Issuance of New Warrants . Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

NOTICES . Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given to such address or addresses as set forth in the Subscription Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly after any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to all holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

AMENDMENT AND WAIVER . Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Required Holders; provided that no such action may increase the exercise price of any Warrant or decrease the number of shares or class of stock obtainable upon exercise of any Warrant without the written consent of the Holder. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Warrants then outstanding.

10.

SEVERABILITY . If any provision of this Warrant or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the terms of this Warrant will continue in full force and effect.

11.

GOVERNING LAW . This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada.

12.

CONSTRUCTION; HEADINGS . This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

13.

REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF . The remedies provided in this Warrant shall be cumulative and in addition to all other at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

14.

TRANSFER .

This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, provided such sale is completed in accordance with applicable securities laws as set forth in an opinion of counsel.

15.

CERTAIN DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:

(a)

" Bloomberg " means Bloomberg Financial Markets.

(b)

" Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.

(c)

" Closing Bid Price " and " Closing Sale Price " means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTCQB, OTCQX or the OTC Pink Market by OTC Markets, Inc.. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(d)

" Common Stock " means (i) the Company's shares of Common Stock, $0.0001 par value per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

(e)

" Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f)

" Eligible Market " means the Principal Market, OTCQX, OTCQB, OTC Pink Market, the American Stock Exchange, the New York Stock Exchange, Inc., the Nasdaq National Market or the Nasdaq Capital Market.

(g)

" Expiration Date " means the date One Year after the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a " Holiday "), the next date that is not a Holiday.

(h)

" Fundamental Transaction " means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by such number of holders of outstanding shares of Common Stock resulting in such Person (together with any affiliates of such Person) holding more than 50% of the outstanding Common Stock of the Company following such purchase, tender or exchange offer, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person resulting in such other Person (together with any affiliates of such person) holding more than the 50% of the outstanding Common Stock of the Company following such stock purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock.

(i)

" Options " means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j)

" Person " means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(k)

" Required Holders " means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the Warrants then outstanding.

(l)

" Trading Day " means any day on which the Common Stock is traded on the Company’s principal market (the “Principal Market”), or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

[Signature Page Follows]

Exhibit 10.5

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

HAWKEYE SYSTEMS, INC.

By:

Name:

Corby Marshall

Title:

Chief Executive Officer

Exhibit 10.5

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES A WARRANT TO PURCHASE COMMON STOCK

HAWKEYE SYSTEMS, INC.

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (" Warrant Shares ") of HawkEye Systems, Inc., a Nevada corporation (the " Company "), evidenced by the attached Warrant to Purchase Common Stock (the " Warrant "). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Exercise. The Holder intends to make payment of the Exercise Price

with respect to _________________ Warrant Shares.

2. Notwithstanding anything to the contrary contained herein, this Exercise Notice shall constitute a representation by the Holder of the Warrant submitting this Exercise Notice that, after giving effect to the exercise provided for in this Exercise Notice, such Holder (together with its affiliates) will not have beneficial ownership (together with the beneficial ownership of such Person's affiliates) of a number of shares of Common Stock which exceeds the maximum percentage of the total outstanding shares of Common Stock as determined pursuant to the provisions of Section 1(f) of the Warrant.

3. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _____________________, ______

Name of Registered Holder

By:

Name:

Title:

Exhibit 10.6

HawkEye Systems, Inc.

SERIES B WARRANT

Warrant No.: __

Number of Shares of Common Stock: _____________

Date of Issuance: June 30, 2018 (" Issuance Date ")

HawkEye Systems, Inc., a Nevada corporation (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____________________________, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at $0.50 per share (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the " Warrant "), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), ________________________(_________) fully paid nonassessable shares of Common Stock (as defined below) (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17.

The exercise of this Warrant is expressly conditioned upon the prior exercise in full of that certain Series A Warrant issued by the Company to Holder of even date herewith.

EXERCISE OF WARRANT .

(a)

(b)

Exercise Price . For purposes of this Warrant, " Exercise Price " means $0.50, subject to adjustment as provided herein.

(c)

(d)

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)

(b)

(a)

(b)

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS .

(a)

(b)

REISSUANCE OF WARRANTS .

(a)

(b)

(c)

(d)

10.

11.

12.

13.

14.

TRANSFER .

15.

CERTAIN DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:

(a)

" Bloomberg " means Bloomberg Financial Markets.

(b)

" Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.

(c)

(d)

(e)

" Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f)

(g)

(h)

(i)

" Options " means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j)

(k)

" Required Holders " means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the Warrants then outstanding.

(l)

[Signature Page Follows]

Exhibit 10.6

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

HAWKEYE SYSTEMS, INC.

By:

Name:

Corby Marshall

Title:

Chief Executive Officer

Exhibit 10.6

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES A WARRANT TO PURCHASE COMMON STOCK

HAWKEYE SYSTEMS, INC.

1. Exercise. The Holder intends to make payment of the Exercise Price

with respect to _________________ Warrant Shares.

3. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _____________________, ______

Name of Registered Holder

By:

Name:

Title:

Exhibit 10.7

HawkEye Systems, Inc.

SERIES C WARRANT

Warrant No.: __

Number of Shares of Common Stock: _____________

Date of Issuance: June 30, 2018 (" Issuance Date ")

HawkEye Systems, Inc., a Nevada corporation (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________________________, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at $1.00 per share (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the " Warrant "), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), __________________ (__________) fully paid nonassessable shares of Common Stock (as defined below) (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17.

The exercise of this Warrant is expressly conditioned upon the prior exercise in full of that certain Series A Warrant and that certain Series B Warrant issued by the Company to Holder of even date herewith.

EXERCISE OF WARRANT .

(a)

(b)

Exercise Price . For purposes of this Warrant, " Exercise Price " means $1.00, subject to adjustment as provided herein.

(c)

(d)

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)

(b)

(a)

(b)

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS .

(a)

(b)

REISSUANCE OF WARRANTS .

(a)

(b)

(c)

(d)

10.

11.

12.

13.

14.

TRANSFER .

15.

CERTAIN DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:

(a)

" Bloomberg " means Bloomberg Financial Markets.

(b)

" Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.

(c)

(d)

(e)

" Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f)

(g)

(h)

(i)

" Options " means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j)

(k)

" Required Holders " means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the Warrants then outstanding.

(l)

[Signature Page Follows]

Exhibit 10.7

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

HAWKEYE SYSTEMS, INC.

By:

Name:

Corby Marshall

Title:

Chief Executive Officer

Exhibit 10.7

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES A WARRANT TO PURCHASE COMMON STOCK

HAWKEYE SYSTEMS, INC.

1. Exercise. The Holder intends to make payment of the Exercise Price

with respect to _________________ Warrant Shares.

3. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _____________________, ______

Name of Registered Holder

By:

Name:

Title:

Exhibit 10.8

HawkEye Systems, Inc.

SERIES D WARRANT

Warrant No.: __

Number of Shares of Common Stock: _________

Date of Issuance: June 30, 2018 (" Issuance Date ")

HawkEye Systems, Inc., a Nevada corporation (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ____________________________________, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at $2.00 per share (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the " Warrant "), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), __________________ (_________) fully paid nonassessable shares of Common Stock (as defined below) (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17.

The exercise of this Warrant is expressly conditioned upon the prior exercise in full of that certain Series A Warrant, that certain Series B Warrant and that certain Series C Warrant issued by the Company to Holder of even date herewith.

EXERCISE OF WARRANT .

(a)

(b)

Exercise Price . For purposes of this Warrant, " Exercise Price " means $2.00, subject to adjustment as provided herein.

(c)

(d)

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)

(b)

(a)

(b)

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS .

(a)

(b)

REISSUANCE OF WARRANTS .

(a)

(b)

(c)

(d)

10.

11.

12.

13.

14.

TRANSFER .

15.

CERTAIN DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:

(a)

" Bloomberg " means Bloomberg Financial Markets.

(b)

" Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.

(c)

(d)

(e)

" Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f)

(g)

(h)

(i)

" Options " means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j)

(k)

" Required Holders " means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the Warrants then outstanding.

(l)

[Signature Page Follows]

Exhibit 10.8

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

HAWKEYE SYSTEMS, INC.

By:

Name:

Corby Marshall

Title:

Chief Executive Officer

Exhibit 10.8

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES A WARRANT TO PURCHASE COMMON STOCK

HAWKEYE SYSTEMS, INC.

1. Exercise. The Holder intends to make payment of the Exercise Price

with respect to _________________ Warrant Shares.

3. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _____________________, ______

Name of Registered Holder

By:

Name:

Title:

Exhibit 10.9

HawkEye Systems, Inc.

SERIES A WARRANT

Warrant No.: __

Number of Shares of Common Stock: ___________

Date of Issuance: June 30, 2018 (" Issuance Date ")

HawkEye Systems, Inc., a Nevada corporation (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ____________________, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at $1.00 per share (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the " Warrant "), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), ________________ (__________) fully paid nonassessable shares of Common Stock (as defined below) (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17.

EXERCISE OF WARRANT .

(a)

(b)

Exercise Price . For purposes of this Warrant, " Exercise Price " means $1.00, subject to adjustment as provided herein.

(c)

(d)

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)

(b)

(a)

(b)

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS .

(a)

(b)

REISSUANCE OF WARRANTS .

(a)

(b)

(c)

(d)

10.

11.

12.

13.

14.

TRANSFER .

15.

CERTAIN DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:

(a)

" Bloomberg " means Bloomberg Financial Markets.

(b)

" Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.

(c)

(d)

(e)

" Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f)

(g)

(h)

(i)

" Options " means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j)

(k)

" Required Holders " means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the Warrants then outstanding.

(l)

[Signature Page Follows]

Exhibit 10.9

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

HAWKEYE SYSTEMS, INC.

By:

Name:

Corby Marshall

Title:

Chief Executive Officer

Exhibit 10.9

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES A WARRANT TO PURCHASE COMMON STOCK

HAWKEYE SYSTEMS, INC.

1. Exercise. The Holder intends to make payment of the Exercise Price

with respect to _________________ Warrant Shares.

3. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _____________________, ______

Name of Registered Holder

By:

Name:

Title:

Exhibit 10.10

HawkEye Systems, Inc.

SERIES B WARRANT

Warrant No.: __

Number of Shares of Common Stock: ___________

Date of Issuance: June 30, 2018 (" Issuance Date ")

HawkEye Systems, Inc., a Nevada corporation (the " Company "), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ____________________, the registered holder hereof or its permitted assigns (the " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company, at $2.00 per share (the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the " Warrant "), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), ________________ (__________) fully paid nonassessable shares of Common Stock (as defined below) (the " Warrant Shares "). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17.

The exercise of this Warrant is expressly conditioned upon the prior exercise in full of that certain Series A Warrant issued by the Company to Holder of even date herewith.

EXERCISE OF WARRANT .

(a)

(b)

Exercise Price . For purposes of this Warrant, " Exercise Price " means $2.00, subject to adjustment as provided herein.

(c)

(d)

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)

(b)

(a)

(b)

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS .

(a)

(b)

REISSUANCE OF WARRANTS .

(a)

(b)

(c)

(d)

10.

11.

12.

13.

14.

TRANSFER .

15.

CERTAIN DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:

(a)

" Bloomberg " means Bloomberg Financial Markets.

(b)

" Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.

(c)

(d)

(e)

" Convertible Securities " means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f)

(g)

(h)

(i)

" Options " means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j)

(k)

" Required Holders " means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the Warrants then outstanding.

(l)

[Signature Page Follows]

Exhibit 10.10

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

HAWKEYE SYSTEMS, INC.

By:

Name:

Corby Marshall

Title:

Chief Executive Officer

Exhibit 10.10

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES A WARRANT TO PURCHASE COMMON STOCK

HAWKEYE SYSTEMS, INC.

1. Exercise. The Holder intends to make payment of the Exercise Price

with respect to _________________ Warrant Shares.

3. Payment of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _____________________, ______

Name of Registered Holder

By:

Name:

Title:


	-1-