Form 8-K

8-K — Hawkeye Digital, Inc.

Accession: 0001683168-26-006694

Filed: 2026-08-24

Period: 2026-08-20

CIK: 0001750777

SIC: 3861 (PHOTOGRAPHIC EQUIPMENT & SUPPLIES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — hawkeye_8k.htm (Primary)

EX-3.1 — AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HAWKEYE DIGITAL, INC. (hawkeye_ex0301.htm)

EX-3.2 — AMENDED AND RESTATED BYLAWS OF HAWKEYE DIGITAL, INC. (hawkeye_ex0302.htm)

EX-99.1 — PRESS RELEASE (hawkeye_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: hawkeye_8k.htm · Sequence: 1

Hawkeye Systems, Inc. 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August

20, 2026

Hawkeye Digital, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-56332

83-0799093

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

350

Lincoln Road, 2nd Floor,

Miami

Beach, Florida

33139

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area

Code: (800) 576-4953

Hawkeye

Systems, Inc.

(Former Name or Former Address, if Changed Since Last

Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act: None

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark

if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐.

Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

On August 20, 2026, Hawkeye Digital, Inc.

(the “Company”) filed the amendment and restatement of the Articles of Incorporation of the Company (the “Amended

and Restated Articles of Incorporation”) with the Secretary of State of the State of Nevada to amend and restate its articles

of incorporation. As previously reported, on June 17, 2026, a majority of the stockholders of the Company approved the Amended and

Restated Articles of Incorporation.

The Amended and Restated Articles of Incorporation

amends and restates the Company’s Articles of Incorporation in order to, among other things, change the corporate name from “Hawkeye

Systems, Inc.” to “Hawkeye Digital, Inc.”

The Amended and Restated Articles of Incorporation

also amends and restates the Company’s Articles of Incorporation in order to increase the total number of authorized shares of capital

stock which the Company shall have authority to issue from 450,000,000 shares, consisting of 400,000,000 shares of common stock and 50,000,000

shares of preferred stock, to 10,050,000,000 shares, consisting of 10,000,000,000 shares of common stock and 50,000,000 shares of preferred

stock.

The Amended and Restated Articles of Incorporation

also amends and restates the Company’s Articles of Incorporation to classify the Board into three classes. The directors in each

class will serve for a three-year term, one class being elected each year by the Company’s stockholders.

The Company’s by-laws were amended and restated

and the amendment and restatement of the Bylaws of the Company became effective on August 20, 2026.

The foregoing summary of the Amended and Restated

Articles of Incorporation and the Amended and Restated Bylaws are qualified in their entirety by reference to the text of the Amended

and Restated Articles of Incorporation and the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2 respectively,

to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Articles of Incorporation of Hawkeye Digital, Inc.

3.2

Amended and Restated Bylaws of Hawkeye Digital, Inc.

99.1

Press Release published on August 24, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HAWKEYE DIGITAL, INC.

Date: August 24, 2026

By:

/s/ David Wachsman

Name:

David Wachsman

Title:

President

EX-3.1 — AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HAWKEYE DIGITAL, INC.

EX-3.1

Filename: hawkeye_ex0301.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

HAWKEYE DIGITAL, INC.

Hawkeye Digital, Inc., formerly

known as Hawkeye Systems, Inc. a corporation incorporated under the laws of the State of Nevada on May 15, 2018 (the “Corporation”),

hereby amends and restates its Articles of Incorporation (these “Articles”), to embody in one document its original

articles and the subsequent amendments thereto and to change the name of the Corporation from Hawkeye Systems, Inc. to Hawkeye Digital,

Inc.

The amendment and restatement

of these Articles and the name change were approved and adopted by the board of directors (the “Board”) of the Corporation

on June 17, 2026. Upon the recommendation of the Board, the stockholders of the Corporation holding a majority of the voting power approved

and adopted the amendment and restatement of these Articles and the name change on June 17, 2026. An aggregate of 242,017,296 shares of

common stock, representing 90.97% of the Corporation’s outstanding common stock, were voted for adoption of these Articles. As a

result, these Articles were authorized and adopted in accordance with the Nevada Revised Statutes (defined below).

The undersigned officer of

the Corporation hereby certifies as follows:

FIRST: The name of

the Corporation is Hawkeye Digital, Inc. The original Articles of Incorporation of the Corporation were filed with the Secretary of State

of the State of Nevada on the 15th day of May 2018.

SECOND: These Articles

are being filed with the Nevada Secretary of State in accordance with Sections 78.390 and 78.403 of the NRS.

THIRD: The Corporation’s

Articles of Incorporation, including all amendments thereto, are amended and restated to read as follows:

ARTICLE

name

The name of the Corporation

is Hawkeye Digital, Inc. (the “Corporation”).

ARTICLE

registered office and registered agent

The registered office of the

Corporation shall be the street address of its registered agent in the State of Nevada. The Corporation may, from time to time, in the

manner provided by law, change the registered agent and registered office within the State of Nevada. The Corporation may also maintain

an office or offices for the conduct of its business, either within or without the State of Nevada.

ARTICLE

III

PURPOSE

The purpose of the Corporation

is to engage in any lawful act or activity for which corporations may now or hereafter be organized under Nevada Revised Statutes (as

amended from time to time and including any successor provisions, the “NRS”) Chapter 78.

ARTICLE

CAPITAL STOCK

Section 4.1.        Capitalization.

The total number of shares of all classes of stock that the Corporation is authorized to issue is 10,050,000,000 shares, divided into

two classes as follows: (i) 10,000,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and

(ii) 50,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). The number of authorized

shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)

by the affirmative vote of the stockholders of the Corporation entitled to vote thereon, and no vote of the holders of any class or series

of Common Stock or Preferred Stock, voting separately as a class, shall be required therefor (and any such right otherwise provided under

NRS 78.2055(3), NRS 78.207(3) or NRS 78.390 is hereby specifically denied), unless a vote of any such holders is expressly required pursuant

to these Articles (as the same may be amended and/or restated from time to time, and including any Certificate(s) of Designation (as defined

below) relating to any series of Preferred Stock).

Section 4.2.         Preferred

Stock.

(A)       Designation

of Series of Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized,

by resolution or resolutions, at any time and from time to time, to provide, out of the authorized but undesignated and unissued shares

of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting

such series and the designation of such series, the voting powers (if any) of the shares of such series, and the powers, preferences and

relative, participating, optional or other rights, if any, and any qualifications, limitations or restrictions thereof, of the shares

of such series and to cause to be filed with the Nevada Secretary of State a certificate of designation with respect thereto (each, a

“Certificate of Designation”). The powers, preferences and relative, participating, optional and other rights of each

series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other

series at any time outstanding.

(B)       Voting

Rights of Preferred Stock. Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled

only to such voting rights, if any, as shall expressly be granted thereto by these Articles.

Section 4.3.         Voting

Rights of Common Stock.

(A)       Common

Stock. Each holder of record of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record

by such holder on all matters on which stockholders generally or holders of Common Stock as a separate class or series are entitled to

vote (whether voting separately as a class or series, or together with any other class(es) or series of the Corporation’s capital

stock); provided that to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with

respect to, and shall not be entitled to vote on, any amendment to these Articles that relates solely to the terms, number of shares,

powers, designations, preferences or relative, participating, optional or other special rights (including, without limitation, voting

rights), or to qualifications, limitations or restrictions thereof, of one or more outstanding series of Preferred Stock if the holders

of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon

pursuant to these Articles or pursuant to the NRS.

(B)       No

Cumulative Voting. No holder of shares of Common Stock shall have the right to cumulate votes.

Section 4.4.       Dividends

and Other Distributions. Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or

series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends and

other distributions in cash, property or shares of capital stock of the Corporation and except as otherwise provided by these Articles

or the NRS, dividends and other distributions may be declared and paid ratably on the Common Stock out of the funds of the Corporation

that are legally available for this purpose at such times and in such amounts as the Board in its discretion shall determine.

Section 4.5.       Special

Provision re Distributions. Notwithstanding anything to the contrary in these Articles or the Bylaws (as defined below), the Corporation

is hereby specifically allowed to make any distribution that otherwise would be prohibited by NRS 78.288(2)(b).

Section 4.6.       Liquidation,

Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the

Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the right, if

any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right

to participate with the Common Stock as to distributions upon dissolution or liquidation or winding up of the Corporation, the holders

of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution

to its stockholders ratably in proportion to the number of shares held by each such stockholder.

ARTICLE

AMENDMENTS TO bylaws

In furtherance and not in

limitation of the powers conferred by the NRS, the Board is expressly authorized to make, alter, amend, change, add to, rescind or repeal,

in whole or in part, the bylaws of the Corporation (as the same may be amended and/or restated from time to time, the “Bylaws”)

without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Nevada or these Articles.

In addition, the Bylaws may be amended or repealed in any respect, and new bylaws may be adopted, in each case by the affirmative vote

of the holders of at least two-thirds (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.

ARTICLE

board of directors

Section 6.1.       Number

of Directors; Classified Board.

(A) Except as otherwise

provided in these Articles or the NRS, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

The total number of directors constituting the Board shall be determined from time to time exclusively by resolution adopted by the Board

in the manner set forth in the Bylaws, except as otherwise provided for or fixed pursuant to the provisions of any Certificate of Designation

and this Article VI.

(B) The directors (other

than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of these

Articles) shall be and are divided into three classes designated as Class I, Class II and Class III, respectively (the “Classified

Board”). Each class shall consist, as nearly as may be possible, of one third of the whole Board. The initial Class

I director of the Corporation shall be Corby Marshall; the initial Class II directors of the Corporation shall be Sim Farar and Nathan

Bradley Fleisher; and the initial Class III directors of the Corporation shall be Martin Sumichrast and Ralph Olson. The mailing address

of each person who is to serve initially as a director is c/o Hawkeye Digital, Inc., 350 Lincoln Road, 2nd Floor, Miami Beach,

Florida 33139. The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting

of stockholders following the effective time of the filing of these Articles with the Nevada Secretary of State (the “Effective

Time”), the initial term of office of the Class II directors shall expire at the Corporation’s second annual meeting of

stockholders following the Effective Time, and the initial term of office of the Class III directors shall expire at the Corporation’s

third annual meeting of stockholders following the Effective Time. At each annual meeting of stockholders following the Effective Time,

directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office to expire at the

third succeeding annual meeting of stockholders after their election. In case of any increase or decrease, from time to time, in the number

of directors in each class shall be apportioned as nearly equal as possible (other than those directors elected by the holders of any

series of Preferred Stock provided for or fixed pursuant to the provisions of these Articles).

Section 6.2.       Vacancies.

Subject to any rights granted to the holders of any one or more series of Preferred Stock then outstanding, any newly created directorship

on the Board that results from an increase in the authorized number of directors and any vacancy occurring on the Board (whether resulting

from death, resignation, retirement, disqualification, removal, change in the total authorized number of directors constituting the Board,

or other cause) shall be filled only by the affirmative vote of a majority of the directors then in office (other than directors elected

by the holders of any series of Preferred Stock voting separately as a series or together with one or more series, as the case may be)

or by a sole remaining director, in either case even if less than a quorum. Any director appointed in accordance with the preceding sentence

shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy

occurred and when his or her successor shall be elected or appointed and qualified, or until his or her earlier death, resignation, retirement,

disqualification or removal. Subject to the rights, if any, of the holders of any series of preferred stock to elect directors, when the

number of directors is increased or decreased, the Board shall, subject to Section 6.1 hereof, determine the class or classes to which

the increased or decreased number of directors shall be apportioned; provided, however, that no decrease in the number of directors shall

shorten the term of any incumbent director.

Section 6.3.       Removal.

Any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock voting separately as a series

or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative

vote of at least two-thirds (66-2/3%) of the voting power of all outstanding shares of stock of the Corporation entitled to vote thereon,

voting together as a single class.

Section 6.4.        Rights

of Holders of Preferred Stock. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have

the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual

or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by

the terms of these Articles applicable thereto. Notwithstanding Section 6.1, the number of directors that may be elected by the

holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 6.1, and the total number

of directors constituting the Board shall be automatically adjusted accordingly.

Section 6.5.       Election

and Term. Except as otherwise provided in these Articles or the Bylaws, including Section 6.1 hereof, or in any Certificate of Designation

with respect to any series of Preferred Stock, directors of the Corporation shall be elected at each annual meeting of the stockholders

and shall serve until the next annual meeting of the stockholders and when their successors are duly elected or appointed and qualified,

or until their earlier death, resignation, retirement, disqualification or removal. The election of directors need not be by written ballot

unless the Bylaws shall so provide.

ARTICLE

VII

MEETINGS OF STOCKHOLDERS; WRITTEN CONSENT

Section 7.1.       Special

Meetings. Subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation

may be called only by or at the direction of the Board, the Chair of the Board or the President of the Corporation. Other than as provided

in this Article VII, special meetings of the stockholders of the Corporation may not be called by any other person or persons. Only such

business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.

Section 7.2.       Advance

Notice. Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders

before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

Section 7.3.       Written

Consent. Subject to the special rights of the holders of any series of Preferred Stock, any action required or permitted to be taken

by the stockholders of the Corporation at an annual or special meeting of stockholders may be taken without a meeting, without prior notice

and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by holders of record on the record

date, as determined in accordance with the Bylaws, of outstanding shares of capital stock of the Corporation having not less than the

minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon

were present and voted, or otherwise in any manner permitted by the NRS, these Articles or the Bylaws.

ARTICLE

VIII

LIMITATION OF LIABILITY of Directors and officers; INDEMNIFICATION

Section 8.1.       Limitation

of Liability. The liability of directors and officers of the Corporation is hereby eliminated or limited to the fullest extent permitted

by the NRS. Without limiting the effect of the preceding sentence, if the NRS is amended to further eliminate or limit or authorize corporate

action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation

shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended. Neither any amendment nor repeal of this Article

VIII, nor the adoption of any provision of these Articles inconsistent with this Article VIII, shall eliminate, reduce or otherwise

adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment,

repeal or adoption of such an inconsistent provision.

Section 8.2.       Indemnification.

(A) For purposes of this Section 8.2, (i) “Indemnitee” shall mean each director

or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as defined below),

by reason of the fact that he or she is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary,

administrator or manager) of the Corporation or any predecessor entity thereof, or is or was serving in any capacity at the request of

the Corporation as a director, manager, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator,

partner, member or manager) of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability

company, trust, or other enterprise; and (ii) “Proceeding” shall mean any threatened, pending, or completed action,

suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil,

criminal, administrative, or investigative.

(B) Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted

by the laws of the State of Nevada, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments,

fines, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any

Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee

reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal

in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order,

settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the

Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be

in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he or she had reasonable

cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter

as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable

to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the

Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the

case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by

a court and for advancement of expenses pursuant to this Section 8.2, indemnification may not be made to or on behalf of an Indemnitee

if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of

law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Articles, no director or officer

may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without

limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative,

that such director or officer incurred in his or her capacity as a stockholder.

to be a director, officer, employee or agent of the Corporation or any predecessor entity thereof or a director, officer, employee, agent,

partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation or any partnership, joint venture,

limited liability company, trust, or other enterprise and shall inure to the benefit of his or her heirs, executors and administrators.

(D) The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained

by the Corporation or through other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the

final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately

determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that

an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein,

the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him

or her in connection with the defense.

(E) The Corporation may, by action of the Board of Directors and to the extent provided in such action, indemnify

employees and other persons as though they were Indemnitees.

(F) The rights to indemnification provided in this Article VIII shall not be exclusive of any other

rights that any person may have or hereafter acquire under any statute, provision of these Articles or the Bylaws, agreement, vote of

stockholders or directors, or otherwise.

Section 8.3.       Effect

of Amendment or Repeal. Neither any amendment nor repeal of any section of this ARTICLE VIII, nor the adoption of any provision of

these Articles or the Bylaws of the Corporation inconsistent with this ARTICLE VIII, shall eliminate or reduce the effect of this ARTICLE

VIII in respect of any matter occurring, or any proceeding accruing or arising or that, but for this ARTICLE VIII, would accrue or arise,

prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE

iNAPPLICABILITY OF CERTAIN STATUTES

The Corporation hereby expressly

elects not to be governed by the provisions of NRS 78.411 to 78.444, inclusive, including any successor statutes thereto.

ARTICLE

LIMITED WAIVER OF JURY TRIALS

To the fullest extent not

inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in NRS 78.046) must be tried

in a court of competent jurisdiction in the State of Nevada before the presiding judge as the trier of fact and not before a jury. This

Article X shall conclusively operate as a waiver of the right to trial by jury by each party to any such internal action.

ARTICLE

DEEMED NOTICE AND CONSENT; SEVERABILITY

Section 11.1.          Severability.

If any provision or provisions of these Articles shall be held to be invalid, illegal or unenforceable as applied to any circumstance

for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining

provisions of these Articles (including, without limitation, each portion of any paragraph of these Articles containing any such provision

held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest

extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable

law, the provisions of these Articles (including, without limitation, each such portion of any paragraph of these Articles containing

any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors,

officers, employees and agents from individual liability to the fullest extent permitted under Nevada law.

Section 11.2.          Deemed

Notice and Consent. To the fullest extent permitted by law, each and every natural person, corporation, general or limited partnership,

limited liability company, joint venture, trust, association or any other entity purchasing or otherwise acquiring any interest (of any

nature whatsoever) in any shares of the capital stock of the Corporation shall be deemed, by reason of and from and after the time of

such purchase or other acquisition, to have notice of and to have consented to all of the provisions of (a) these Articles, (b) the Bylaws

and (c) any amendment to these Articles or the Bylaws enacted or adopted in accordance with these Articles, the Bylaws and applicable

law.

ARTICLE

XII

AMENDMENT OF ARTICLES

Section 12.1.          Amendment

of Articles. The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed

by the laws of the State of Nevada and all rights conferred upon stockholders are granted subject to this reservation; provided, however,

that notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote, the Board,

acting pursuant to a resolution adopted by a majority of the Board, and the affirmative vote of two-thirds (66-2/3%) of the outstanding

voting power of the Corporation, voting together as a single class, shall be required for the amendment, repeal or modification of the

provisions of Sections 4.2(A) and 4.3(B) of Article IV, Article V, Article VI, Article VII,

Article VIII, or this Article XII of these Articles.

IN WITNESS WHEREOF,

the undersigned authorized officer of the Corporation has executed these Amended and Restated Articles of Incorporation, certifying that

the facts herein stated are true, this 20th day of August, 2026.

By: /s/ David Wachsman

Name: David Wachsman

Title: President

* * * *

EX-3.2 — AMENDED AND RESTATED BYLAWS OF HAWKEYE DIGITAL, INC.

EX-3.2

Filename: hawkeye_ex0302.htm · Sequence: 3

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

HAWKEYE DIGITAL, INC.

a Nevada corporation

Article

OFFICES

Section 1.1

Principal Office. The principal office and place of business of Hawkeye Digital, Inc. (the “Corporation”) shall

be at such location as is established from time to time by resolution of the board of directors of the Corporation (the “Board

of Directors”).

Section 1.2

Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to

time by resolution of the Board of Directors or as the business of the Corporation may require as determined by the Board of Directors

or any officer of the Corporation. The registered office of the Corporation in the State of Nevada shall be the office of its registered

agent, as reflected in the records of the Nevada Secretary of State.

Article

STOCKHOLDERS

Section 2.1

Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such time as may be

designated from time to time exclusively by the Board of Directors. At the annual meeting, directors shall be elected and any other business

may be transacted as may be properly brought before the meeting pursuant to these Amended and Restated Bylaws (as amended and/or restated

from time to time, these “Bylaws”). Except as otherwise restricted by the articles of incorporation of the Corporation

(as amended and/or restated from time to time, the “Articles of Incorporation”) or applicable law, the Board of Directors

may postpone, reschedule or cancel any annual meeting of stockholders.

Section 2.2

Special Meetings.

(a)

Special meetings of the stockholders may be called only in accordance with the provisions of the Articles of Incorporation. Stockholders

(in such capacity) shall have no right to request or call a special meeting. Except as otherwise restricted by the Articles of Incorporation

or applicable law, the Board of Directors may postpone, reschedule or cancel any special meeting of stockholders.

(b)

No business shall be acted upon at a special meeting of stockholders except as set forth in the notice of the meeting.

Section 2.3

Place of Meetings. Any meeting of the stockholders of the Corporation to be held at a physical location may be held at the Corporation’s

registered office in the State of Nevada or at such other physical location in or out of the State of Nevada and the United States, or

virtual location pursuant to Section 2.14, as may be designated in the notice of meeting. A waiver of notice signed by all stockholders

entitled to vote thereat may designate the physical location, if any, for the holding of such meeting. The Board of Directors may, in

its sole discretion, determine that any meeting of the stockholders shall be held exclusively, or simultaneously with the conduct of the

meeting at a physical location, by means of remote communication (as described in Nevada Revised Statutes (as amended from time to time,

the “NRS”) 78.320(4)) or other available technology permitted under the NRS, in accordance with Section 2.14.

Section 2.4

Notice of Meetings; Waiver of Notice.

(a)

The Chief Executive Officer, the President, any Vice President, the Secretary, an Assistant Secretary or any other individual designated

by the Board of Directors shall sign and deliver or cause to be delivered to the stockholders written notice of any meeting of stockholders

not less than ten days, but not more than 60 days, before the date of such meeting. The notice shall state the physical or virtual location,

the date and time of the meeting, the means of remote communication, if any, by which the stockholders or the proxies thereof shall be

deemed to be present and vote and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice

shall be delivered in accordance with, and shall contain or be accompanied by such additional information as may be required by, the NRS,

including, without limitation, NRS 78.379, 92A.120 or 92A.410. Any notice of a meeting of stockholders delivered pursuant to and in accordance

with NRS 78.370(9) shall be deemed to have satisfied any and all requirements applicable to such notice under these Bylaws.

(b)

In the case of an annual meeting, subject to Section 2.13, any proper business may be presented for action, except that (i) if

a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one

of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy

or summary of the plan; and (ii) if a proposed action creating dissenter’s rights is to be submitted to a vote, the notice of the

meeting must state that the stockholders are or may be entitled to assert dissenter’s rights under NRS 92A.300 to 92A.500, inclusive,

and be accompanied by a copy of those statutes.

(c)

A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record at the address appearing on

the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date

upon which the notice is deposited in the mail. If the address of any stockholder does not appear upon the records of the Corporation

or is incomplete, notice shall be given by any method permitted by the NRS, including NRS 75.150. Notwithstanding the foregoing and in

addition thereto, any notice to stockholders given by the Corporation pursuant to NRS Title 7 (including, without limitation, NRS Chapters

75, 78 and 92A), the Articles of Incorporation or these Bylaws may be given pursuant to any form of electronic transmission permitted

under the NRS. Notice shall be deemed given (i) by facsimile when directed to a number consented to by the stockholder to receive notice,

(ii) by e-mail when directed to an e-mail address designated or used by the stockholder and consented by the stockholder to receive notice,

(iii) by posting on an electronic network together with a separate notice to the stockholder of the specific posting on the later of the

specific posting or the giving of the separate notice or (iv) by any other electronic transmission as consented to by and when directed

to the stockholder. The stockholder consent necessary to permit electronic transmission to such stockholder shall be deemed revoked and

of no force and effect if (A) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation

in accordance with the stockholder’s consent and (B) the inability to deliver by electronic transmission becomes known to the Secretary,

Assistant Secretary, transfer agent or other agent of the Corporation responsible for the giving of notice.

(d)

The written certificate of an individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof

attached thereto, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was

mailed, shall be prima facie evidence of the manner and fact of giving such notice and, in the absence of fraud, an affidavit of the individual

signing a notice of a meeting that the notice thereof has been given by a form of electronic transmission shall be prima facie evidence

of the facts stated in the affidavit.

(e)

Any stockholder may waive notice of any meeting by a signed writing or by transmission of an electronic record, either before or after

the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.

Section 2.5

Determination of Stockholders of Record.

(a)

For the purpose of determining the stockholders entitled to (i) notice of and to vote at any meeting of stockholders or any adjournment

thereof, (ii) receive payment of any distribution or the allotment of any rights, or (iii) exercise any rights in respect of any change,

conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date,

which shall not be more than 60 days nor less than ten days before the date of such meeting, if applicable.

(b)

If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders

shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of

business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business

on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled

to notice of or to vote at a meeting of stockholders shall apply to any adjournment or postponement of the meeting unless the Board of

Directors fixes a new record date for the adjourned or postponed meeting; provided, however, that the Board of Directors must fix a new

record date if the meeting is adjourned or postponed to a date more than 60 days later than the date set for the original meeting.

Section 2.6

Quorum; Adjourned Meetings.

(a)      Unless

the Articles of Incorporation, these Bylaws or Chapter 78 of the Nevada Revised Statutes provide for a different proportion, stockholders

holding at least one-third of the voting power of the Corporation’s capital stock, present in person or by proxy, regardless of

whether the proxy has authority to vote on any matter, shall constitute a quorum for the transaction of business at any meeting of stockholders.

If voting by classes or series is permitted or required by Chapter 78 of the Nevada Revised Statutes, the Articles of Incorporation or

these Bylaws, stockholders holding at least one-third of the voting power of each such class or series, present in person or by proxy,

regardless of whether the proxy has authority to vote on any matter, shall constitute a quorum of such class or series.

(b) If

a quorum is not present or represented at any meeting of stockholders, the chairperson of the meeting, the person presiding at the meeting

or the holders of a majority of the voting power present in person or represented by proxy at the meeting may adjourn the meeting from

time to time until a quorum is present or represented. At any adjourned meeting at which a quorum is present or represented, any business

may be transacted that might have been transacted at the meeting as originally called. Unless the Articles of Incorporation or these Bylaws

otherwise require, notice of an adjourned meeting need not be delivered if the date and time of the adjourned meeting, the means of remote

communication, if any, by which stockholders and proxies will be deemed present in person and may vote at the adjourned meeting, and the

physical location of the adjourned meeting, if any, are announced at the meeting at which the adjournment is taken. If a new record date

is fixed for the adjourned or postponed meeting, notice of the adjourned or postponed meeting shall be delivered to each stockholder of

record as of the new record date. Once a share is represented in person or by proxy for any purpose at a meeting, such share shall be

deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment thereof, unless a new record

date is or must be fixed for the adjourned meeting.

Section 2.7

Voting.

(a)

Unless otherwise provided in the NRS, the Articles of Incorporation, or any resolution providing for the issuance of preferred stock adopted

by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder

of record, or such stockholder’s duly authorized proxy, shall be entitled to one vote for each share of voting stock standing registered

in such stockholder’s name at the close of business on the record date.

(b)

Except as otherwise provided in these Bylaws, all votes with respect to shares (including pledged shares) standing in the name of an individual

at the close of business on the record date shall be cast only by that individual or such individual’s duly authorized proxy. With

respect to shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator, custodian or trustee,

even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity.

In the case of shares under the control of a receiver, the receiver may vote such shares even though the shares do not stand of record

in the name of the receiver but only if and to the extent that the order of a court of competent jurisdiction which appoints the receiver

contains the authority to vote such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed

guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.

(c)

With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity

on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe,

by such individual as may be appointed by resolution of the board of directors of such other corporation or by such individual (including,

without limitation, the officer making the authorization) authorized in writing to do so by the chair of the board, the chief executive

officer, the president or any vice president of such corporation; and (ii) in the case of a partnership, limited liability company or

other legal entity, by an individual representing such stockholder upon presentation to the Corporation of satisfactory evidence of his

or her authority to do so.

(d)

Notwithstanding anything to the contrary contained in these Bylaws and except for the Corporation’s shares held in a fiduciary capacity,

the Corporation shall not vote or cause to be voted, directly or indirectly, shares of its own stock owned or held as treasury shares

(as defined in NRS 78.283(1)), and such treasury shares shall not be counted in determining the total number of outstanding shares entitled

to vote.

(e)

Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the

remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does

vote any of such stockholder’s shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively

presumed that the holder is casting affirmative votes with respect to all shares held.

(f)

With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants,

tenants in common, spouses as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more

persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following

manner:

(i)

If only one person votes, the vote of such person binds all.

(ii)

If more than one person casts votes, the act of the majority so voting binds all.

(iii)

If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately,

as split.

(g)

If a quorum is present, unless the Articles of Incorporation, these Bylaws or the NRS, or other applicable law provide for a different

proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and is the act

of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless

voting by classes or series is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation

or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed

the number of votes cast in opposition to the action by the voting power of each such class or series.

(h)

If a quorum is present, directors shall be elected by a plurality of the votes cast by the holders of the shares present in person or

by proxy at the meeting and entitled to vote in the election of directors; provided, that, if the rules and requirements of the securities

exchange on which any class of the Corporation’s shares are then listed require a different voting standard for the election of

directors, directors shall be elected in accordance with the rules and requirements of such exchange.

Section 2.8

Proxies. At any meeting of stockholders, each stockholder entitled to vote may authorize another person or persons to act for such

stockholder by proxy in any manner permitted by Chapter 78 of the Nevada Revised Statutes. If a stockholder designates two or more persons

to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one, has and may exercise

all of the powers conferred by the stockholder upon all of the persons so designated, unless the stockholder provides otherwise. A proxy

may be limited to action on designated matters. Any proxy properly created shall continue in full force and effect until revoked in the

manner provided by Chapter 78 of the NRS or until its stated expiration, subject to any applicable provisions of Chapter 78 of the NRS

regarding irrevocable proxies.

Section 2.9

Written Consent. Subject to the special rights of the holders of any series of preferred stock, any action required or permitted

to be taken by the stockholders of the Corporation at an annual or special meeting of stockholders may be taken without a meeting, without

prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, (i) are signed by holders of

record on the record date, as determined in accordance with these Bylaws, of outstanding shares of capital stock of the Corporation having

not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

to vote thereon were present and voted, and (ii) delivered to the Corporation at its registered office in the State of Nevada, at its

principal place of business or to an officer or agent of the Corporation having custody of the minute books in which proceedings of meetings

of stockholders are recorded.

Section 2.10

Organization.

(a)

Meetings of stockholders shall be presided over by the Chair of the Board of Directors, or, in the absence of the Chair, by the Vice Chair

of the Board of Directors, or if there be no Vice Chair or in the absence of the Vice Chair, by the Chief Executive Officer, or if there

be no Chief Executive Officer or in the absence of the Chief Executive Officer, by the President, or, in the absence of the President,

or, in the absence of any of the foregoing persons, by a chair designated by the Board of Directors. The individual acting as chair of

the meeting may delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation

present in person at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of

the meeting, but in the absence of the Secretary and any Assistant Secretary the chair of the meeting may appoint any person to act as

secretary of the meeting. The order of business at each such meeting shall be as determined by the chair of the meeting. The chair of

the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things

as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures

for the maintenance of order and safety, (ii) limitation on participation in the meeting to stockholders of record of the Corporation,

their duly authorized and constituted proxies and such other persons as the chair of the meeting shall permit, (iii) limitation on the

time allotted for consideration of each agenda item and for questions or comments by meeting participants, (iv) restrictions on entry

to such meeting after the time prescribed for the commencement thereof and (v) the opening and closing of the voting polls. The Board

of Directors, in its discretion, or the chair of the meeting, in his or her discretion, may require that any votes cast at such meeting

shall be cast by written ballot.

(b)

The chair of the meeting may appoint one or more inspectors of elections to act at the meeting or any adjournment thereof and to make

a written report thereof. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each;

(ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots;

(iv) determine any challenges made to any determination made by the inspector(s); and (v) certify the determination of the number of shares

represented at the meeting and the count of all votes and ballots. Such certification and report shall specify, and in determining the

validity and counting of proxies and ballots cast the inspectors may consider, such information as may be required by law.

(c)

Only such persons who are nominated in accordance with the procedures set forth in Section 2.12 shall be eligible to be elected

at any meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders

as shall have been brought before the meeting in accordance with the procedures set forth in Section 2.12. If any proposed nomination

or business was not made or proposed in compliance with Section 2.12 (including proper notice under Section 2.13 and including

whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group

which solicited) or did not so solicit, as the case may be, proxies in compliance with such stockholder’s representation pursuant

to clause (a)(iv)(D) of Section 2.13), then the chair of the meeting shall have the power to declare that such nomination

shall be disregarded or that such proposed business shall not be transacted. If the stockholder (or a qualified representative of the

stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business,

such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that such proposal or nomination

is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been

received by the Corporation. For purposes of this Section 2.10, to be considered a qualified representative of the stockholder,

a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder

(or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination

or proposal at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting

of stockholders.

Section 2.11

Consent to Meetings. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person

objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened

and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice,

to the extent such notice is required, if such objection is expressly made at the time any such matters are presented at the meeting.

Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written

waiver of notice or consent, except as otherwise provided in these Bylaws.

Section 2.12

Director Nominations and Business Conducted at Meetings of Stockholders. Nominations of persons for election to the Board of Directors

of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders

(i) by or at the direction of the Board of Directors or the Chair of the Board of Directors or any authorized committee of the Board of

Directors, or (ii) by any stockholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the

notice procedures set forth in Section 2.13 and who was a stockholder of record at the time such notice is delivered to the Secretary

of the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at

which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors

or the Chair of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote on such matter at the meeting,

who complied with the notice procedures set forth in Section 2.13 and who was a stockholder of record at the time such notice is

delivered to the Secretary of the Corporation.

Section 2.13

Advance Notice of Director Nominations and Stockholder Proposals by Stockholders.

(a)

For director nominations or other business to be properly brought before an annual meeting by a stockholder and for director nominations

to be properly brought before a special meeting by a stockholder in each case pursuant to Section 2.12, the stockholder of record

must have given timely notice thereof in writing to the Secretary of the Corporation, and, in the case of business other than director

nominations, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice for director

nominations or other business to be properly brought before an annual meeting shall be delivered to the Secretary at the principal executive

offices of the Corporation not later than the close of business on the 90th day nor earlier

than the close of business on the 120th day prior to the first anniversary of the immediately

preceding year’s annual meeting; provided that in the event that the date of the annual meeting is more than 30 days before or more

than 70 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely

must be so delivered not earlier than the close of business on the 120th day prior to

such annual meeting and not later than the close of business on the later of the 90th

day prior to such annual meeting or the 10th day following the day on which public announcement (as defined below) of the date of such

meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting

or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described

above. The notice must be provided by a stockholder of record and must set forth:

(i)

as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such

person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case

pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such

person's written consent to being named in the proxy statement as a nominee and accompanying proxy card and to serving as a director if

elected, a questionnaire completed and signed by such person (in the form to be provided by the Secretary upon written request of any

stockholder of record within ten days of such request) with respect to the background and qualification of such proposed nominee and a

written representation and agreement (in the form to be provided by the Secretary upon written request of any stockholder of record within

ten days of such request) that such proposed nominee (A) is not and will not become a party to any agreement, arrangement or understanding

with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director

of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation or that could limit or interfere

with such proposed nominee’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement

or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement

or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation,

and (C) would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed corporate

governance, code of conduct and ethics, conflict of interest, confidentiality, corporate opportunities, trading and any other policies

and guidelines of the Corporation applicable to directors;

(ii)

as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be

brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and

in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting

such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such

business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

(iii)

as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the director nomination is made or the business

is proposed: (A) the name and address of such stockholder, as they appear on the Corporation's books, and the name and address of such

beneficial owner, (B) the class and number of shares of stock of the Corporation which are owned of record by such stockholder and such

beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within

five business days after the record date for such meeting of the class and number of shares of stock of the Corporation owned of record

by the stockholder and such beneficial owner as of the record date for the meeting, and (C) a representation that the stockholder intends

to appear in person or by proxy at the meeting to propose such director nomination or business;

(iv)

as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the director nomination

is made or the business is proposed, as to such beneficial owner, and if such stockholder or beneficial owner is an entity, as to each

director, executive, managing member or control person of such entity (any such person, a “control person”): (A) the

class and number of shares of stock of the Corporation which are beneficially owned (as defined below) by such stockholder or beneficial

owner and by any control person as of the date of the notice, and a representation that the stockholder will notify the Corporation in

writing within five business days after the record date for such meeting of the class and number of shares of stock of the Corporation

beneficially owned by such stockholder or beneficial owner and by any control person as of the record date for the meeting, (B) a description

of any agreement, arrangement or understanding with respect to the director nomination or other business and/or the voting of shares of

any class or series of stock of the Corporation between or among such stockholder or beneficial owner or control person or any of their

respective affiliates or associates and/or any other person (collectively, “proponent persons”), including, in the

case of a director nomination, the nominee, including without limitation any agreements, arrangements or understandings relating to any

compensation or payments to be paid to any such proposed nominee(s), pertaining to the director nomination(s) or other business proposed

to be brought before the meeting of stockholders and any agreements that would be required to be disclosed pursuant to Item 5 or Item

6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder, beneficial

owner or control person) (which description shall identify the name of each other person who is party to such an agreement, arrangement

or understanding) and a representation that the stockholder will notify the Corporation in writing within five business days after the

record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (C)

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options,

hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder's notice by, or on behalf

of, such proponent person, the effect or intent of which may be to provide any proponent person, directly or indirectly, with the opportunity

to mitigate loss, manage risk or benefit from changes in the share price of any class of the Corporation's stock, transfer to or from

the proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, or maintain,

increase or decrease the voting power of the proponent person with respect to shares of any class of stock of the Corporation, and a representation

that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such

agreement, arrangement or understanding in effect as of the record date for the meeting, (D) a description of any proxy (other than a

revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement,

arrangement, or understanding pursuant to which such stockholder or beneficial owner has or shares a right, directly or indirectly, to

vote any shares of any class or series of capital stock of the Corporation; (E) a description of any agreement, arrangement or understanding

with respect to any rights to distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly,

owned beneficially by such stockholder or beneficial owner that are separated or separable pursuant to such agreement, arrangement or

understanding from the underlying shares of the Corporation; (F) a description of any performance-related fees (other than an asset-based

fee) that such stockholder or beneficial owner, directly or indirectly, is entitled to receive based on any increase or decrease in the

value of shares of any class of capital stock of the Corporation or any interests described in clause (A) of this Section 2.13(a)(iv);

(G) a representation whether the stockholder or the beneficial owner, if any, and any control person will engage in a solicitation with

respect to the director nomination or business and, if so, the name of each participant (as defined in Item 4 of Schedule 14A under the

Exchange Act) in such solicitation and whether such person intends or is part of a group which intends to (x) deliver a proxy statement

and/or form of proxy to holders of at least the percentage of the Corporation's outstanding stock required to approve or adopt the business

to be proposed or director nomination to be made (in person or by proxy) by the stockholder, (y) otherwise solicit proxies or votes from

stockholders in support of such proposal or director nomination and/or (z) solicit proxies or votes in support of any proposed nominee

in accordance with Rule 14a-19 promulgated under the Exchange Act; and (H) the names and addresses of other stockholders and beneficial

owners actually known (without any obligation of inquiry) by any stockholder giving the notice (and/or beneficial owner, if any, on whose

behalf the director nomination or proposal is made) to support such director nomination or proposal, and to the extent known, the class

and number of all shares of the Corporation’s capital stock owned beneficially and/or of record by such other stockholder(s) and

beneficial owner(s); and

(v)

a certification that the stockholder giving the notice and the beneficial owner(s), if any, on whose behalf the director nomination is

made or the business is proposed, has or have complied with all applicable federal, state and other legal requirements in connection

with such stockholder’s and/or each such beneficial owner’s acquisition of shares of capital stock or other securities of

the Corporation and/or such stockholder’s and/or each such beneficial owner’s acts or omissions as a stockholder of the Corporation,

including, without limitation, in connection with such director nomination or proposal.

(b)

A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought

before a meeting shall update and supplement such notice from time to time to the extent necessary so that the information provided or

required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled to

notice of the meeting and (y) as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof. For the

avoidance of doubt, the obligation to update and supplement as set forth in this ‎Section 2.13(b) or any other section of these

Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder’s notice, including, without

limitation, any representation required herein, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a

stockholder who has previously submitted a stockholder's notice under these Bylaws to amend or update any proposal or to submit any new

proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders.

Any such update and supplement shall be delivered in writing to the Secretary at the principal offices of the Corporation (i) in the case

of any update and supplement required to be made as of the record date for notice of the meeting, not later than five days after the later

of such record date and the public announcement of such record date and (ii) in the case of any update or supplement required to be made

as of 15 days prior to the meeting or adjournment or postponement thereof, not later than ten days prior to the date of the meeting or

any adjournment or postponement thereof. The Corporation may require any proposed nominee to furnish within ten days of a request therefor

such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve

as a director of the Corporation, including information relevant to a determination whether such proposed nominee is qualified under the

Articles of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation

applicable to the Corporation to serve as a director of the Corporation.

(c)

For purposes of Section 2.13(a), a “public announcement” shall mean disclosure (x) in a press release released

by the Corporation following its customary procedures and reported by the Dow Jones News Service, Associated Press, Business Wire or PR

Newswire or a comparable national news service or is generally available on internet news sites, or (y) in a document publicly filed by

the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and

regulations promulgated thereunder. For purposes of clause (a)(iv)(A) of this Section 2.13, shares shall be treated as “beneficially

owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the

Exchange Act and Regulations 13D and 13G thereunder or has or shares pursuant to any agreement, arrangement or understanding (whether

or not in writing): (i) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time

or the fulfillment of a condition or both), (ii) the right to vote such shares, alone or in concert with others and/or (iii) investment

power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(d)

This Section 2.13 shall not apply to notice of a proposal to be made by a stockholder if the stockholder has notified the Corporation

of his, her or its intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8

under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies

for such meeting.

(e)

If the stockholder does not provide the information required under clause (a)(iii)(B) and clauses (a)(iv)(A)-(C) of

this Section 2.13 to the Corporation within the time frames specified herein, or if the stockholder (or a qualified representative

of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a director nomination

or proposed business, such director nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding

that proxies in respect of such vote may have been received by the Corporation. The chair of the meeting shall have the power to determine

whether notice of a director nomination or of any business proposed to be brought before the meeting was properly made in accordance with

the procedures set forth in this Section 2.13. Notwithstanding the foregoing provisions hereof, a stockholder shall also comply

with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth herein.

Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder or proponent person (i)

provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed director nominee and (ii) subsequently

fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act (or fails to timely provide reasonable evidence

sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange

Act in accordance with the following sentence), then the director nomination of each such proposed nominee shall be disregarded, notwithstanding

that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any

annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees

may have been received by the Corporation (which proxies and votes shall be disregarded). If any stockholder or proponent person provides

notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than

five business days prior to the date of the meeting and any adjournment or postponement thereof, reasonable evidence that it or such stockholder

associated person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

Section 2.14

Meetings Through Remote Communications. Stockholders may participate in a meeting of the stockholders by any means of remote communication

or other available technology utilized by the Corporation, including without limitation, videoconferencing, teleconferencing, webcast

or other similar method of communication by which all individuals participating in the meeting can hear each other. If any such means

are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of

each person participating through such means as a stockholder and (b) provide the stockholders a reasonable opportunity to participate

in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the

proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section

2.14 constitutes presence in person at the meeting. Notwithstanding anything to the contrary in these Bylaws, a meeting of stockholders

may be held solely by remote communication pursuant to and in accordance with NRS 78.320(4)-(6).

Article

III

DIRECTORS

Section 3.1

General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of

the Board of Directors, except as otherwise provided in the NRS or the Articles of Incorporation.

Section 3.2

Number, Tenure, and Qualifications.

(a)

The Board of Directors shall consist of at least one and not more than ten individuals, with the number of directors within the foregoing

minimum and maximum fixed and thereafter changed from time to time solely by resolution adopted by the Board of Directors without the

need for an amendment to these Bylaws or the Articles of Incorporation. The directors, other than those who may be elected by the holders

of any series of preferred stock under specified circumstances, shall be divided into three classes pursuant to the Articles of Incorporation.

At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of

office to expire at the third succeeding annual meeting of stockholders after their election. The foregoing notwithstanding, each director

shall hold office until his or her successor shall be elected or appointed and qualified or until his or her earlier death, retirement,

disqualification, resignation or removal. No reduction of the number of directors shall have the effect of removing any director prior

to the expiration of his or her term of office. No provision of this Section 3.2 shall restrict the right of the Board of Directors

to fill vacancies or the right of the stockholders to remove directors, each as provided in these Bylaws.

Section 3.3

Chair of the Board. The Board of Directors shall elect a Chairman or Chairperson (the “Chair”) of the Board

of Directors from the members of the Board of Directors, who shall preside at all meetings of the Board of Directors and stockholders

at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by

the Board of Directors, these Bylaws or as provided by law.

Section 3.4

Vice Chair of the Board. The Board of Directors may elect a Vice Chairman or Vice Chairperson (the “Vice Chair”)

of the Board of Directors from the members of the Board of Directors who shall preside at all meetings of the Board of Directors and stockholders

at which he or she shall be present and the Chair is not present and shall have and may exercise such powers as may, from time to time,

be assigned to him or her by the Board of Directors, these Bylaws or as provided by law.

Section 3.5

Removal and Resignation of Directors. Subject to any rights of the holders of preferred stock, if any, and except as otherwise

provided in the NRS or the Articles of Incorporation, any director may be removed from office for any reason or no reason at all by the

affirmative vote of the holders of not less than two-thirds (66-2/3%) of the voting power of the issued and outstanding stock of the Corporation

entitled to vote generally in the election of directors (voting as a single class) excluding stock entitled to vote only upon the happening

of a fact or event unless such fact or event shall have occurred. Any director may resign effective upon giving written notice, unless

the notice specifies a later time for effectiveness of such resignation, to the Chair of the Board of Directors, the President or the

Secretary, or in the absence of all of them, to any other officer of the Corporation. The acceptance of a resignation shall not be necessary

to make it effective unless otherwise expressly provided in the resignation.

Section 3.6

Vacancies; Newly Created Directorships. Subject to any rights granted to the holders of any one or more series of preferred stock

then outstanding, if any, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal

from office, or other cause, and newly created directorships resulting from any increase in the authorized number of directors, shall

be filled only by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum,

and the director(s) so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office

of the class to which they have been chosen expires and when their successors are elected or appointed and qualified, or until his or

her earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board

of Directors shall shorten the term of any incumbent directors.

Section 3.7

Annual and Regular Meetings. The Board of Directors may hold an annual meeting without call or notice other than this Section

3.7, to transact such business as the Board of Directors deems necessary or appropriate. The Board of Directors may provide by resolution

the place, date, and hour for holding regular meetings between annual meetings, and if the Board of Directors so provides with respect

to a regular meeting, notice of such regular meeting shall not be required.

Section 3.8

Special Meetings. Subject to any rights of the holders of preferred stock, if any, and except as otherwise required by law, special

meetings of the Board of Directors may be called only by the Chair of the Board of Directors, or if there be no Chair of the Board of

Director, by the Chief Executive Officer, or by the President or the Secretary, and shall be called by the Chair of the Board of Directors,

the Chief Executive Officer, the President, or the Secretary upon the request of at least a majority of the Board of Directors. If the

Chair of the Board of Directors, or if there be no Chair of the Board of Directors, each of the Chief Executive Officer, the President,

and the Secretary, fails for any reason to call such special meeting, a special meeting may be called by a notice signed by at least a

majority of the Board of Directors.

Section 3.9

Place of Meetings. Any regular or special meeting of the Board of Directors may be held at such physical place within or outside

the State of Nevada or virtual location as the Board of Directors, or in the absence of such designation, as the notice calling such meeting,

may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.

Section 3.10

Notice of Meetings. Except as otherwise provided in Section 3.7, there shall be delivered to each director at the address

appearing for him or her on the records of the Corporation, at least 24 hours before the time of such meeting, a copy of a written notice

of any meeting (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight

courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside

the United States, the notice shall be deemed delivered two business days following the date the same is deposited in the United States

mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four business days following

the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered

the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon

sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation,

e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director appearing on the records of the Corporation

and otherwise pursuant to the applicable provisions of NRS Chapter 75. If the address of any director is incomplete or does not appear

upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation.

Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of

such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business,

that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business

thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.

Section 3.11

Quorum; Adjourned Meetings.

(a)

A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

(b)

At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until

a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business

may be transacted which could have been transacted at the meeting originally called.

Section 3.12

Manner of Acting. Except as provided in Section 3.14, the affirmative vote of a majority of the directors present at a meeting

at which a quorum is present is the act of the Board of Directors.

Section 3.13

Meetings Through Electronic Communications. Members of the Board of Directors or of any committee designated by the Board of Directors

may participate in a meeting of the Board of Directors or such committee by any means of remote communication or other available technology

utilized by the Corporation, including, without limitation, videoconferencing, teleconferencing, webcast or other similar method of communication

by which all individuals participating in the meeting can hear each other. If any such means are utilized, the Corporation shall, to the

extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means

as a director or member of the committee, as the case may be, and (b) provide the directors or members of the committee a reasonable opportunity

to participate in the meeting and to vote on matters submitted to the directors or members of the committee, including an opportunity

to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation

in a meeting pursuant to this Section 3.13 constitutes presence in person at the meeting.

Section 3.14

Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof

may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board

of Directors or the committee, excluding any director(s) not required to sign such consent pursuant to and in accordance with NRS 78.315(2).

The written consent may be signed manually or electronically (or by any other means then permitted under the NRS) and in counterparts,

including, without limitation, counterparts delivered by facsimile or electronic transmission, and shall be filed with the minutes of

the proceedings of the Board of Directors or committee.

Section 3.15

Powers and Duties.

(a)

Except as otherwise restricted by NRS Chapter 78 or the Articles of Incorporation, the Board of Directors has full control over the business

and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of

the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation

with such powers, including the power to subdelegate, and upon such terms as it deems fit.

(b)

The Board of Directors, in its discretion, or the chair presiding at a meeting of stockholders, in his or her discretion, may submit any

contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called and noticed

for the purpose of considering any such contract or act, provided a quorum is present.

(c)

The Board of Directors may, by resolution passed by at least a majority of the Board of Directors, designate one or more committees, provided

that each such committee must have at least one director of the Corporation as a member. Unless the Articles of Incorporation, the charter

of the committee, or the resolutions designating the committee expressly require that all members of such committee be directors of the

Corporation, the Board of Directors may appoint natural persons who are not directors of the Corporation to serve on such committee. The

Board of Directors may designate one or more individuals as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present

at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another individual

to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in

the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the

management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined

from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and

report the same to the Board of Directors when required. Each committee of the Board of Directors may fix its own rules of procedure and

shall hold its meetings as provided by such rules, except as may otherwise be provided in the resolution of the Board of Directors designating

such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members then serving on the

committee shall be necessary to constitute a quorum unless there are only one or two members then serving, in which event one member shall

constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which

a quorum is present.

Section 3.16

Compensation. The Board of Directors, without regard to personal interest, may establish the compensation of directors for services

in any capacity. If the Board of Directors establishes the compensation of directors pursuant to this Section 3.16, such compensation

is presumed to be fair to the Corporation unless proven unfair by a preponderance of the evidence.

Section 3.17

Organization. Meetings of the Board of Directors shall be presided over by the Chair of the Board of Directors, or in the absence

of the Chair of the Board of Directors, by the Vice Chair, or in his or her absence by a chair chosen at the meeting. The Secretary, or

in the absence, of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and

any Assistant Secretary, the chair of the meeting may appoint any person to act as secretary of the meeting. The order of business at

each such meeting shall be as determined by the chair of the meeting.

Article

OFFICERS

Section 4.1

Election. The Board of Directors shall elect or appoint at least a president, a secretary and a treasurer or the equivalents thereof

in accordance with NRS 78.130(1). The Board of Directors may from time to time, by resolution, elect or appoint such other officers and

agents as it may deem advisable, who shall hold office at the pleasure of the Board of Directors, and shall have such powers and duties

and be paid such compensation as may be directed by the Board of Directors, including any committee thereof. Each officer of the Corporation

shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal.

Any individual may simultaneously hold two or more offices.

Section 4.2

Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors

for any reason or no reason at all. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation

shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.

Section 4.3

Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors

for the unexpired portion of the term of such office.

Section 4.4

Chief Executive Officer. The Board of Directors may elect a Chief Executive Officer who, subject to the supervision and control

of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation,

and perform such other duties and have such other powers as may be reasonably incident to such responsibility or which are delegated to

him or her by the Board of Directors, these Bylaws or as provided by law. If a President of the Corporation is not elected or appointed,

the Chief Executive Officer shall also be deemed the President of the Corporation.

Section 4.5

President. The President, subject to the supervision and control of the Board of Directors, shall in general actively supervise

and control the business and affairs of the Corporation. The President shall keep the Board of Directors fully informed as the Board of

Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The President shall perform

such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the Chief Executive

Officer, if any, these Bylaws or as provided by law. If a Chief Executive Officer of the Corporation is not elected or appointed, the

President shall also be deemed the Chief Executive Officer of the Corporation.

Section 4.6

Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the President, or

at the President’s request, the Vice President or Vice Presidents (or such other officers), in order of their rank as fixed by the

Board of Directors, and if not ranked, the Vice Presidents (or such other officers) in the order designated by the Board of Directors,

or in the absence of such designation, in the order designated by the President, shall perform all of the duties of the President, and

when so acting, shall have all the powers of, and be subject to all the restrictions on the President. Each Vice President shall perform

such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the Chief Executive

Officer, the President, these Bylaws or as provided by law.

Section 4.7

Secretary. The Secretary shall attend all meetings of the stockholders, the Board of Directors and any committees thereof, and

shall keep, or cause to be kept, the minutes of proceedings thereof in books provided for that purpose. He or she shall keep, or cause

to be kept, a register of the stockholders of the Corporation and shall be responsible for the giving of notice of meetings of the stockholders,

the Board of Directors and any committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws

or as required by law. The Secretary shall be custodian of the corporate seal, if any, the records of the Corporation, the stock certificate

books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or any appropriate committee may direct.

The Secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned

to him or her by the Board of Directors, the Chief Executive Officer, the President, these Bylaws or as provided by law.

Section 4.8

Assistant Secretaries. An Assistant Secretary shall, at the request of the Secretary, or in the absence or disability of the Secretary,

perform all the duties of the Secretary. He or she shall perform such other duties as are assigned to him or her by the Board of Directors,

the Chief Executive Officer, the President, these Bylaws or as provided by law.

Section 4.9

Treasurer. The Treasurer shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts

and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The Treasurer shall keep,

or cause to be kept, full and accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation,

and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the Chair

of the Board of Directors, the Chief Executive Officer, or the President. The Treasurer shall perform all other duties commonly incident

to his or her office and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the Chief Executive

Officer, the President, these Bylaws or as provided by law. If a Chief Financial Officer of the Corporation has been elected or appointed

but a Treasurer of the Corporation has not been elected or appointed, the Chief Financial Officer shall also be deemed the Treasurer of

the Corporation.

Section 4.10

Assistant Treasurers. An assistant treasurer shall, at the request of the Treasurer, or in the absence or disability of the Treasurer,

perform all the duties of the Treasurer. He or she shall perform such other duties which are assigned to him or her by the Board of Directors,

the Chief Executive Officer, the President, the Treasurer, the Chief Financial Officer, these Bylaws or as provided by law.

Section 4.11

Execution of Negotiable Instruments, Deeds and Contracts. All (a) checks, drafts, notes, bonds, bills of exchange, and orders for

the payment of money of the Corporation, (b) deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments

and agreements to which the Corporation shall be a party and (c) assignments or endorsements of stock certificates, registered bonds or

other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board

of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons.

Any officer of the Corporation shall be authorized to attend, act and vote, or designate another officer or an agent of the Corporation

to attend, act and vote, at any meeting of the owners of any entity in which the Corporation may own an interest or to take action by

written consent in lieu thereof. Such officer or agent, at any such meeting or by such written action, shall possess and may exercise

on behalf of the Corporation any and all rights and powers incident to the ownership of such interest.

Article

CAPITAL STOCK

Section 5.1

Issuance. Shares of the Corporation’s authorized capital stock shall, subject to any provisions or limitations of the laws

of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued

in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

Section 5.2

Stock Certificates and Uncertificated Shares.

(a)

All classes and series of shares of the capital stock of the Corporation shall be uncertificated and in book-entry form unless the Board

of Directors authorizes the issuance of certificates to evidence one or more classes or series of capital stock, in which case, each holder

of such shares in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by (i) the Chief

Executive Officer, the President, or a Vice President and (ii) the Secretary, an Assistant Secretary, the Treasurer or the Chief Financial

Officer of the Corporation (or any other two officers or agents so authorized by the Board of Directors), certifying the number of shares

of stock owned by him, her or it in the Corporation. Any issuance of uncertificated shares shall have no effect on existing certificates

for shares until such certificates are surrendered to the Corporation, or on the respective rights and obligations of the stockholders.

Whenever any such certificate is countersigned or otherwise authenticated by a transfer agent or a transfer clerk and by a registrar (other

than the Corporation), then a facsimile of the signatures of any corporate officers or agents, the transfer agent, transfer clerk or the

registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. In the event that any

officer or officers who have signed, or whose facsimile signatures have been used on any certificate or certificates for stock cease to

be an officer or officers because of death, resignation or other reason, before the certificate or certificates for stock have been delivered

by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though

the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures have been used thereon, had

not ceased to be an officer or officers of the Corporation.

(b)

Within a reasonable time after the issuance or transfer of any uncertificated shares on the books of the Corporation in book entry form,

the Corporation shall send to the registered holder thereof a written statement certifying the number and class (and the designation of

the series, if any) of the shares owned by such stockholder in the Corporation and any restrictions on the transfer or registration of

such shares imposed by the Articles of Incorporation, these Bylaws, any agreement among stockholders, any agreement between the stockholders

and the Corporation or by applicable securities laws, and, within ten days after receipt of a written request therefor from the stockholder

of record, the Corporation shall provide to such stockholder of record holding uncertificated shares, a written statement confirming the

information contained in such written statement previously sent to the stockholder of record. The Corporation may adopt a system of issuance,

recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates. Except as otherwise

expressly provided by the NRS, the rights and obligations of the stockholders of the Corporation shall be identical whether or not their

shares of stock are represented by certificates.

(c)

Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation’s

organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such

certificate represents; the par value of each share, if any, represented by such certificate or a statement that the shares are without

par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate

shall be issued until the shares represented thereby are fully paid. In addition to the foregoing, all certificates evidencing shares

of the Corporation’s stock or other securities issued by the Corporation shall contain such legend or legends as may from time to

time be required by the NRS or such other federal, state or local laws or regulations then in effect.

Section 5.3

Surrendered; Lost or Destroyed Certificates. All certificates surrendered to the Corporation, except those representing treasury

shares, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been

canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder

applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior

to the issuance of a replacement, provide the Corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction

or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the then-current market value

of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the Corporation against

any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

Section 5.4

Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates

for outstanding shares of capital stock of the Corporation or it becomes desirable for any reason, in the discretion of the Board of Directors,

including, without limitation, the merger of the Corporation with another Corporation or the conversion or reorganization of the Corporation,

to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board

of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within

a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered

shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied

with the order, but the order operates to suspend such rights only after notice and until compliance.

Section 5.5               Transfer

of Shares. No transfer of stock shall be valid as against the Corporation except on surrender and cancellation of any certificate(s)

therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment(to the extent such

shares are evidenced by a physical stock certificate) or by due delivery of transfer instructions (in the case of uncertificated shares)

and any documents required therefor to the person in charge of the stock and transfer books and ledgers and in compliance with any procedures

adopted by the Corporation or its agents and applicable law, and a record shall be made of each such transfer. Certificates representing

such shares, if any, shall be cancelled and new certificates (if the shares are to be certificated) or uncertificated shares (if the shares

are to be uncertificated) shall thereupon be issued. Whenever any transfer shall be expressly made for collateral security and not absolutely,

the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the Corporation. The Corporation shall,

subject to applicable law, have power and authority to make such rules and regulations as it may deem necessary or proper concerning the

issue, transfer and registration of certificates for shares of stock of the Corporation or uncertificated shares.

Section 5.6

Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer

and may require all certificates for shares of stock to bear the signature of such transfer agents, transfer clerks and/or registrars

of transfer.

Section 5.7

Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith

as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation’s stock.

Section 5.8

Inapplicability of Controlling Interest Statutes. Notwithstanding any other provision in these Bylaws to the contrary, and in accordance

with the provisions of NRS 78.378, the provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions

of controlling interests in the Corporation shall not apply to the Corporation or to any acquisition of any shares of the Corporation’s

capital stock.

Article

DISTRIBUTIONS

Distributions (as defined

in NRS 78.191) may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the

Board of Directors and may be paid in money, shares of corporate stock, property or any other medium not prohibited under applicable law.

The Board of Directors may fix in advance a record date, in accordance with and as provided in Section 2.5, prior to the distribution

for the purpose of determining stockholders entitled to receive any distribution.

Article

VII

RECORDS AND REPORTS; CORPORATE SEAL; FISCAL YEAR

Section 7.1

Records. All original records of the Corporation, shall be kept at the principal office of the Corporation by or under the direction

of the Secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.

Section 7.2

Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile,

to be impressed or affixed or reproduced or otherwise. Except as otherwise specifically provided in these Bylaws, any officer of the Corporation

shall have the authority to affix the seal to any document requiring it.

Section 7.3

Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the

Board of Directors.

Article

VIII

INDEMNIFICATION

Section 8.1

Indemnification and Insurance.

(a)

Indemnification of Directors and Officers.

(i)

For purposes of this Article VIII, (A) “Indemnitee” shall mean each director or officer who was or is a party

to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as defined below), by reason of the fact that

he or she is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator or manager)

of the Corporation or any predecessor entity thereof, or is or was serving in any capacity at the request of the Corporation as a director,

manager, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator, partner, member or manager)

of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise;

and (B) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without

limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.

(ii)

Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of

Nevada, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, penalties, and

amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided

that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed

to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no

reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction

or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant

to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best

interests of the Corporation, or that, with respect to any criminal proceeding he or she had reasonable cause to believe that his or her

conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has

been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for

any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or

other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is

fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement

of expenses pursuant to this Section 8.1, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication

establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to

the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for

expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action,

suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director

or officer incurred in his or her capacity as a stockholder.

(iii)

Indemnification pursuant to this Section 8.1 shall continue as to an Indemnitee who has ceased to be a director, officer, employee

or agent of the Corporation or any predecessor entity thereof or a director, officer, employee, agent, partner, member, manager or fiduciary

of, or to serve in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or

other enterprise and shall inure to the benefit of his or her heirs, executors and administrators.

(iv)

The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through

other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding,

upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent

jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the

merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify

him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

(b)

Indemnification of Employees and Other Persons. The Corporation may, by action of the Board of Directors and to the extent provided

in such action, indemnify employees and other persons as though they were Indemnitees.

(c)

Non-Exclusivity of Rights. The rights to indemnification provided in this Article VIII shall not be exclusive of any other

rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement,

vote of stockholders or directors, or otherwise.

(d)

Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee

for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director,

officer, employee, member, managing member or agent, or arising out of his or her status as such, whether or not the Corporation has the

authority to indemnify him or her against such liability and expenses.

(e)

Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following

(i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification

by granting a security interest or other lien on any assets of the Corporation; and (iv) the establishment of a letter of credit, guarantee

or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent

jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law,

except with respect to advancement of expenses or indemnification ordered by a court.

(f)

Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a

person pursuant to this Section 8.1 may be provided by the Corporation or any other person approved by the Board of Directors,

even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (i) the

decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made

pursuant to this Section 8.1 and the choice of the person to provide the insurance or other financial arrangement is conclusive;

and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal

liability for his action; even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance

or other financial arrangement.

Section 8.2

Amendment. The provisions of this Article VIII relating to indemnification shall constitute a contract between the Corporation

and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as

specifically provided in this Section 8.2. Notwithstanding any other provision of these Bylaws relating to their amendment generally,

any repeal or amendment of this Article VIII which is adverse to any director or officer shall apply to such director or officer

only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure

to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without

limitation, Article X), no repeal or amendment of these Bylaws shall affect any or all of this Article VIII so as to limit

or reduce the indemnification in any manner unless adopted by (i) the unanimous vote of the directors of the Corporation then serving,

or (ii) by the stockholders as set forth in Article X; provided that no such amendment shall have a retroactive effect inconsistent

with the preceding sentence.

Article

CHANGES IN NEVADA LAW

References in these Bylaws

to the laws of the State of Nevada or the NRS or to any provision thereof shall be to such law as it existed on the date these Bylaws

were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of directors

or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article

VIII, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation

and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation, without

the requirement of any further action by stockholders or directors, to limit further the liability of directors or limit the liability

of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to

provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses

shall be so broadened to the extent permitted by law.

Article

AMENDMENT OR REPEAL

In furtherance and not in

limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend, rescind or repeal

these Bylaws, in whole or in part, or to adopt new bylaws; provided that these Bylaws may be amended or repealed in any respect, and new

bylaws may be adopted, in each case by the affirmative vote of the holders of at least two-thirds (66-2/3%) of the outstanding voting

power of the Corporation, voting together as a single class.

Article

forum for adjudication of disputes

Section 11.1

Forum for Adjudication of Disputes. To the fullest extent permitted by law, and unless the Corporation consents in writing to the

selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall be the sole and exclusive forum for

any actions, suits or proceedings, whether civil, administrative or investigative (a) brought in the name or right of the Corporation

or on its behalf, (b) asserting a claim for breach of any fiduciary duty owed by any current or former director, officer, stockholder,

or employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any internal action (as defined

in NRS 78.046) including any action asserting a claim against the Corporation arising pursuant to any provision of NRS Chapters 78 or

92A, the Articles of Incorporation or these Bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction

on the district court of the State of Nevada, (d) to interpret, apply, enforce or determine the validity of the Articles of Incorporation

or these Bylaws or (e) asserting a claim governed by the internal affairs doctrine; provided that such exclusive forum provisions will

not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts

have exclusive jurisdiction. In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over

any such action, suit or proceeding, then any other state district court located in the State of Nevada shall be the sole and exclusive

forum therefor and in the event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding,

then a federal court located within the State of Nevada shall be the sole and exclusive forum therefor. Unless the Corporation consents

in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest

extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under

the federal securities laws of the United States of America, including, in each case, the applicable rules and regulations promulgated

thereunder.

Section 11.2

Deemed Notice and Consent. To the fullest extent permitted by law, each and every natural person, corporation, general or limited

partnership, limited liability company, joint venture, trust, association or any other entity purchasing or otherwise acquiring any interest

(of any nature whatsoever) in any shares of the capital stock of the Corporation shall be deemed, by reason of and from and after the

time of such purchase or other acquisition, to have notice of and to have consented to all of the provisions of (a) these Bylaws (including

this Article XI), (b) the Articles of Incorporation and (c) any amendment to these Bylaws or the Articles of Incorporation enacted

or adopted in accordance with these Bylaws, the Articles of Incorporation and applicable law.

Section 11.3

Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal or unenforceable as applied to

any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and

enforceability of such provision or provisions in any other circumstance and of the remaining provisions of these Bylaws (including, without

limitation, each portion of any paragraph of these Bylaws containing any such provision held to be invalid, illegal or unenforceable that

is not itself held to be invalid, illegal or unenforceable) and the application of such provision or provisions to other persons, entities

and circumstances shall not in any way be affected or impaired thereby.

*          *          *          *

I, the undersigned, being the President of Hawkeye

Digital, Inc., DO HEREBY CERTIFY the foregoing to be the bylaws of the Corporation, as adopted by consent to action in lieu of a special

meeting of the Board of Directors of the Corporation, dated June 17, 2026.

/s/ David Wachsman

David Wachsman, President

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: hawkeye_ex9901.htm · Sequence: 4

Exhibit 99.1

Hawkeye

Systems Rebrands as Hawkeye Digital, Inc.

ThinkEquity LLC, One of Wall Street’s

Leading Investment Banks, Becomes Financial Advisor to the Company

MIAMI BEACH, FL – August 24, 2026 –

Hawkeye Systems, Inc. (OTC:HWKE) (“Hawkeye” or the “Company”) today announced that the Company’s name has been changed

from Hawkeye Systems, Inc. to Hawkeye Digital, Inc. The new name, along with a new logo, reflects Hawkeye’s transformation into a private

equity and merchant banking platform focused on digital assets and advanced technology.

Alongside the rebrand, Hawkeye has relocated its

headquarters to Miami Beach, Florida. The Company is currently hiring merchant bankers to expand its advisory and capital markets team

as it builds out the platform.

Hawkeye operates two complementary businesses.

Its private equity arm pursues controlling investments in category-defining growth companies, while its merchant banking arm advises growth-stage

and public companies on capital formation, public market preparation, exchange listings, and strategic transactions. The Company’s initial

focus is digital asset businesses, including tokenization, wallets, stablecoins, and blockchain-based financial infrastructure businesses,

alongside artificial intelligence businesses as a foundational layer for financial services and other high-growth sectors.

David Wachsman, President of Hawkeye, said: “Our

new name reflects who we are today, and with our new name, we’ve launched a new brand identity for a platform built to identify and back

the companies shaping the next era of digital finance. Miami Beach puts us at the center of that opportunity, and the bankers joining

our team will help us act on it.”

“We are also pleased to announce that ThinkEquity

LLC, one of Wall Street’s leading investment banks, has become the Company’s financial advisor. The team at ThinkEquity has

been the underwriter and/or bookrunner for over $10 billion in capital raises for the crypto community, most notably Bitmine Immersion

Technologies, Inc. (NYSE:BMNR), a $13 billion dollar company,” said Wachsman.

“David Wachsman is one of the most connected

and influential figures in the crypto and digital finance community. Marty Sumichrast has been a long-standing client of our firm with

over 35 years of Wall Street experience. Hawkeye Digital is in the right place at the right time with the right people. The opportunity

for us to participate in what they are building is exciting, and we are honored to be part of the Hawkeye team,” said Joe Jaigobind,

CEO of ThinkEquity LLC.

For more information, please visit www.hwke.com

###

About Hawkeye Digital, Inc.

Hawkeye Digital, Inc. (OTC: HWKE) (“Hawkeye”) is a publicly

traded private equity and merchant banking platform dedicated to investing in and advising businesses at the forefront of the digital

economy and emerging technologies. Through its private equity platform, Hawkeye pursues controlling investments in category-defining growth

companies with the potential to become long-term market leaders. Through its merchant banking platform, the firm provides strategic advisory

services encompassing capital formation, public market preparation, and broader corporate positioning.

While Hawkeye’s initial focus is the rapidly evolving digital asset

industry, the firm intends to expand its investment and advisory activities across select high-growth sectors within financial services

and advanced technology.

For more information, please contact:

350 Lincoln Road, 2nd Floor Miami Beach, FL 33139 United States

Phone: +1-332-334-9551

Email: info@hwke.com

Website: www.hwke.com

Investor Relations: ir@hwke.com

Media Contact: hawkeye@wachsman.com

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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