Exhibit 10.21


 


 


Hawkeye Intermediate, LLC


Unit Option Plan

Option Agreement


 


THIS OPTION AGREEMENT (the “Agreement”) is
entered into as of July 7, 2006 by and among Hawkeye Intermediate, LLC, a
Delaware limited liability company (the “Company”), Hawkeye Holdings,
Inc., a Delaware corporation (“IPO Corp.”), and the employee of the Company or one of its
subsidiaries set forth on the signature page hereto (“Optionee”)
pursuant to the Hawkeye Intermediate, LLC Unit Option Plan (the “Plan”).  Certain capitalized terms used herein are
defined in Section 9.


 


WHEREAS, the Company
believes it to be in the best interests of the Company and its unitholders to
take action to promote work-force stability, to reward performance and
otherwise align interests of key management employees with those of the
Company;


WHEREAS, accordingly the
Company has determined to issue options to acquire Class A Common Units of the
Company (the “Units”) in accordance with the provisions of this
Agreement and the Plan; and


WHEREAS, after the
Conversion (as defined below) it is intended that the provisions of this
Agreement shall continue to apply to the common stock of IPO Corp. received in
the Conversion and be subject to such successor option plan of IPO Corp.


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


 


SECTION 1.  GRANT OF OPTION.


(a)   Option.  On the terms and conditions set forth in this
Agreement, the Company grants to the Optionee on the Grant Date (as set forth
below) the following option to purchase a number of Units at the Exercise Price,
as set forth below (the “Option”):


	
  Grant Date

  	
   

  	
  July 7, 2006

  
	
  Expiration Date

  	
   

  	
  July 7, 2016

  
	
  Number of Units Subject to Option

  	
   

  	
   

  
	
  Exercise Price

  	
   

  	
  $1.00

  



 


(b)   Vesting. 
The Option shall vest as follows:


                (i)            Vesting in General.


(A)          Fifty percent (50%)
of the Units granted under this Agreement (the “Time Units”) will vest
in forty-eight (48) equal installments on the last day of 


 

















 


each
calendar month occurring after the date of this Agreement; provided, that the Optionee
is an employee, whether at-will or otherwise, of an Employer on such date.


(B)           Fifty percent (50%) of the Units granted
under this Agreement (the “Time-Performance Units”) will vest in sixty
(60) equal  installments on the last day
of each calendar month occurring after the date of this Agreement; provided,
that the Optionee is an employee, whether at-will or otherwise, of an
Employer on such date; further  provided  that, no such
Time-Performance Units will be considered vested unless THL has previously
(together with any proceeds to be received concurrently at the time of
determination) received in cash proceeds (the “Return”) either as
distributions with respect to, or from the sale or disposition of, THL’s
initial equity investment in the Company and any subsequent equity investments
in the Company (the “Investment”) (excluding any management or
transaction fees or expenses but including any amounts received by THL in
respect of the cash savings, if any, in U.S. federal income or Iowa franchise
taxes as a result of the increase in tax basis of the Company’s assets as a
result of the acquisition of the Company’s interests by THL as the date hereof
and any other payment made to THL under Section 3.6(b) of the Securityholders’
Agreement) an amount equal to 200% of THL’s Investment (the “Return Hurdle”).


(C)           Notwithstanding the
foregoing, if the Optionee’s employment is terminated by an Employer for Cause,
by the Optionee without Good Reason, or due to death or Disability within 18
months of the date of Grant Date, no portion of the Option shall be deemed
vested.


(ii)           Vesting Upon a Change of Control.  Notwithstanding Section 1(b)(i):


(A)          all Time Units that have not
previously vested will become vested upon a Change of Control; and


(B)           all Time-Performance Units that have
not previously vested will vest in full upon a Change of Control if the Return
Hurdle has been met.  In the event of a
Change of Control in which all or a portion of the consideration payable to the
Company’s equityholders is in the form of equity securities, the value of the
equity securities will be included in the calculation of whether the Return
Hurdle has been met.  If the Return
Hurdle has not been met, then that number of Time-Performance Units that have
not previously vested will vest as follows: 
(i) the total number of unvested Time-Performance Units multiplied
by (ii) the Percentage.  The
Percentage shall equal the following number, expressed as a percentage:  (x) 0.5 multiplied  by (y)
the percentage by which the Return exceeds 100% of THL’s Investment.


For purposes of illustration only, if the Return was
150%, then the Time-Performance Units would be 25% vested, and if the Return
was 110%, then the Time-Performance Units would be 5% vested.


 


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(iii)          Vesting Upon Death or Disability.  Except as otherwise provided herein, vesting
ceases upon termination of employment with an Employer.  Notwithstanding Section 1(b)(i), in the
event the Optionee’s employment with an Employer, whether at will or otherwise,
is terminated by reason of death or Disability, then the time-based vesting of
the Option shall be accelerated by one year such that the applicable date of
termination for vesting shall be deemed to be one year after the actual date of
termination.


(c)   Transfers of Employment Among
Employers.  For
purposes of this Agreement, any transfer of the Optionee’s employment from one
Employer to another Employer shall not constitute a termination of employment
with an Employer.


(d)   Unit Option Plan and
Defined Terms.  The Option is
granted under and subject to the terms of the Plan, which is incorporated
herein by this reference.  Unless
otherwise defined herein, capitalized terms shall have the meanings ascribed to
such terms in the Plan.


(e)   Securityholders’ Agreement;
LLC Agreement.  The Option may
not be exercised unless the Optionee shall have executed the Securityholders’
Agreement and the LLC Agreement.


SECTION 2.  REPURCHASE OR FORFEITURE OF OPTION.


(a)   In the event that the Optionee ceases to be an
employee, whether at-will or otherwise, of an Employer, then those portions of
the Option which are not then vested in accordance with Section 1 hereof, will
be forfeited and returned to the Company.


(b)   In the event the Optionee ceases to be an employee of
an Employer by reason of termination by an Employer for Cause, then portions of
the Option which are vested in accordance with Section 1 hereof, will be
forfeited and returned to the Company.


(c)    In the event the Optionee ceases to be an
employee of an Employer (other than by reason of termination by an Employer for
Cause), then portions
of the Option which are vested in accordance with Section
1 hereof will be
subject to repurchase by the Company, at the Company’s option (the “Repurchase
Option”), for Fair Market Value.  The
Repurchase Option shall terminate upon the Company’s or IPO Corp.’s initial
Public Offering (as defined in the Securityholders’ Agreement).


(d)   The Repurchase Option shall be exercised by the
Company, or its designee, from time to time, with respect to portions of the
Option which are vested within 270 days after the date of termination by
delivering to the Optionee a written notice of exercise and a check in the
amount of the Fair Market Value, if applicable, determined as of the date the
Optionee ceased to be employed by an Employer. 
Upon delivery of such notice and payment of the purchase price as
described above (or automatically upon any forfeiture of the Option pursuant to
Section 2(a) or (b), the Company, or its designee, shall become the legal and
beneficial owner of the Option being repurchased and all rights and interest
therein or related thereto, and the Company, or its designee, shall have the
right to Transfer to its own name that portion of the Option being repurchased
without further action by the Optionee or any of his or her transferees.  If the Company or its designee elects to
exercise the Repurchase Option pursuant to this Section 2 and the Optionee
or his or her transferee fails to deliver the Option in accordance with the
terms


 


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hereof, the
Company, or its designee, may, at its option, in addition to all other remedies
it may have, deposit the purchase price in an escrow account administered by an
independent third party (to be held for the benefit of and payment over to the
Optionee or his or her transferee in accordance herewith), whereupon (or, in
any case, upon any forfeiture of any portion of the Option pursuant to this
Section 2) the Company shall by written notice to the Optionee cancel on its
books such portion of the Option registered in the name of the Optionee and all
of the Optionee’s or his or her transferee’s right, title, and interest in and
to such portion of the Option shall terminate in all respects; provided that
the Company shall instruct the escrow agent to release the purchase price to
the Optionee immediately following the Optionee’s or his or her transferee’s
written acknowledgement that the Optionee’s or his or her transferee’s right,
title and interest in and to such Option has been terminated in all respects.


(e)   Notwithstanding the foregoing,
if at any time the Company elects to repurchase any portion of the Option
pursuant to the Repurchase Option, the Company shall pay the purchase price for
the portion of the Option it purchases (i) first, by offsetting
indebtedness, if any, owing from the Optionee to the Company and (ii) then, by
the Company’s delivery of cash for the remainder of the purchase price, if any,
against delivery of the certificates or other instruments representing the portion
of the Option so purchased, duly endorsed; provided  that, (x) if
any such cash payment at the time such payment is required to be made would
result (A) in a violation of any law, statute, rule, regulation, policy,
order, writ, injunction, decree or judgment promulgated or entered by any
federal, state, local or foreign court or governmental authority applicable to
the Company or any of its subsidiaries or any of its or their property or
(B) after giving effect thereto, in a Financing Default, or (y) if the
Board determines in good faith that immediately prior to such purchase there
shall exist a Financing Default which prohibits such purchase ((x) and (y)
collectively the “Cash Deferral Conditions”), the portion of the cash
payment so affected may be made by the Company’s delivery of a promissory note
or senior preferred units of the Company with a liquidation preference equal to
the balance of the purchase price.  The
promissory note or senior preferred units shall accrue interest or yield, as
the case may be, annually at the “prime rate” published in The Wall Street
Journal on the date of issuance, which interest or yield, as the case may be,
shall be payable at maturity.  The value
of each such senior preferred unit shall as of its issuance be deemed to equal
(A) the portion of the cash payment paid by the issuance of such preferred
units divided by (B) the number of senior preferred units so issued.  Any senior preferred units or the promissory note shall be redeemed or payable when and
to the extent the Cash Deferral Condition which prompted their issuance no longer
exists.  The Company shall use its
reasonable best efforts to cause any Cash Deferral Conditions to be resolved.


(f)    In the event that all or a
portion of the Option is repurchased or forfeited pursuant to this Section 2,
the Optionee and his or her successors, assigns or representatives shall take
(at the Company’s expense) all steps necessary and desirable to obtain all
required third-party, governmental and regulatory consents and approvals
and take all other actions necessary and desirable to facilitate consummation
of such repurchase in a timely manner.


 


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SECTION 3.  TRANSFER OR ASSIGNMENT OF OPTION.


(a)   Generally.  This Option shall be exercisable during the
Optionee’s lifetime, only by the Optionee. 
Except as otherwise provided in Section 3(b) below, the Option and the
rights and privileges conferred hereby shall not be sold, pledged or otherwise
Transferred (whether by operation of law or otherwise) other than by will or
the laws of descent and distribution and shall not be subject to sale under
execution, attachment, levy or similar process.


(b)   Permitted Transfers.  Subject to the approval of the Board of
Managers, the Optionee shall be permitted to Transfer the Option, in connection
with his or her estate plan, to the Optionee’s spouse, siblings, parents,
children and grandchildren or trusts for the benefit of such Persons or
partnerships, corporations, limited liability companies or other entities owned
solely by such Persons, including trusts for such Persons.


SECTION 4.  EXERCISE PROCEDURES.


(a)   Notice of Exercise.  The Optionee or the Optionee’s representative
may exercise the Option, to the extent vested, by giving written notice to the
Company, in a form provided by the Committee, specifying the election to
exercise the Option, the number of Units for which it is being exercised and
the form of payment.  The notice of exercise
shall be signed by the Person exercising the Option.  In the event that the Option is being
exercised by the Optionee’s representative, the notice shall be accompanied by
proof (satisfactory to the Company) of the representative’s right to exercise the
Option.  The Optionee or the Optionee’s
representative shall deliver to the Company, at the time of giving the notice,
payment in a form permissible under Section 5 herein for the full amount of the
Purchase Price.


(b)   Signatory to LLC Agreement
and Securityholders’ Agreement. 
As a condition precedent to the exercise of the Option, pursuant to
procedures established by the Committee and the Board of Managers, the Optionee
shall become a signatory to the LLC Agreement and the Securityholders’
Agreement, respectively, and satisfy such other conditions as the Board of
Managers shall reasonably require.


(c)   Issuance of Units.  After satisfying all requirements with
respect to the exercise of the Option, the Company shall cause to be issued a
certificate or certificates for the Units as to which the Option has been
exercised, registered in the name of the Person exercising the Option (or in
the names of such Person and his or her spouse as community property or as
joint tenants with right of survivorship).


(d)   Withholding Requirements.  The Company may withhold any tax (or other
governmental obligation) as a result of the exercise of the Option, as a
condition to the exercise of the Option, and the Optionee shall make
arrangements satisfactory to the Company to enable it to satisfy all such
withholding requirements.


SECTION 5.  PAYMENT FOR UNITS.


(a)   Purchase Price.
The Purchase Price shall mean the Exercise Price multiplied by the number of Units
with respect to which the Option is being exercised.


 


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(b)   Cash or Check.  All or part of the Purchase Price may be paid
in cash or by personal check.


(c)   Other Methods of Payment
for Units.  At the sole
discretion of the Board of Managers, all or any part of the Purchase Price and
any applicable withholding requirements may be paid by any other method
permissible under the terms of the Plan. 
The Company shall notify the Optionee if and when it shall make such
other payment method available to the Optionee.  Should the Board of Managers exercise its
discretion to permit the Optionee to exercise the Option in whole or in part in
accordance with this Section 5(c), it shall have no obligation to permit such
alternative exercise with respect to the remainder of the Option or with
respect to any other option to purchase Units held by the Optionee.


SECTION 6.  TERMINATION OF SERVICE.


(a)   Termination of Service.  If the Optionee’s Service terminates for any
reason, then the exercise period for the Option shall expire on the earliest of
the following occasions (or such later date as the Committee may determine):


(i)            The
Expiration Date as set forth in Section 1(a) above;


(ii)           The
date that is sixty (60) days after the termination of the Participant’s Service
for any reason other than death or Disability of for Cause;


(iii)          The
date that is six (6) months after the termination of the Participant’s Service
by reason of Disability; or


(iv)          The
date that is twelve (12) months after the termination of the Participant’s
Service due to the Participant’s death; or


(v)           The
date of termination of the Optionee’s Service if such termination is for Cause.


The Optionee (or in the case of the Optionee’s death
or Disability, the Optionee’s representative) may exercise all or part of the
Option at any time before its expiration, but only to the extent that the
Option had become exercisable for vested Units.  Upon the Optionee’s termination of Service for
any reason, the Option shall expire immediately with respect to the number of Units
for which the Option is not yet vested.


(b)   Leaves of Absence.  For any purpose under this Agreement, Service
shall be deemed to continue while the Optionee is on a bona fide leave of
absence, if such leave was approved by the Company in writing or if continued
crediting of Service for such purpose is expressly required by the terms of
such leave (as determined by the Committee) or by applicable law.


SECTION 7.  ADJUSTMENT OF UNITS.


Any adjustments to the
Option shall be made in accordance with the terms of the Plan.


 


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SECTION 8.  INITIAL PUBLIC OFFERING.


Notwithstanding the foregoing, upon the Conversion, the Option shall be
exchanged for a nonqualified option to purchase shares of IPO Corp. and the terms of
this Agreement, including, without limitation, all vesting and forfeiture
provisions, will continue to apply to such nonqualified option to purchase
shares of IPO Corp. received in exchange for the Option.


 


SECTION 9.  DEFINITIONS.


The following terms shall have the meanings ascribed
below:


“Affiliate” of any
particular Person means any other Person controlling, controlled by or under common
control with such particular Person or, with respect to any individual, such
individual’s spouse and descendants (whether natural or adopted) and any trust,
partnership, limited liability company or similar vehicle established and
maintained solely for the benefit of (or the sole members or partners of which
are) such individual, such individual’s spouse and/or such individual’s
descendants.


“Board” means the Board of Managers of the
Company and, after the Conversion, the Board of Directors of IPO Corp.


“Cause” shall mean,
with respect to the Employer of Optionee, (a) the admission, confession, or
plea bargain to or conviction in a court of law of any felony or other crime
involving moral turpitude or the commission by the Optionee of any other act or
any omission to act involving dishonesty, disloyalty or fraud, involving the
Company which is material; (b) engaging in conduct that is demonstrably and
materially injurious to the business, reputation, character, or community
standing of the Employer (c) continued material failure to perform the material
duties of the Optionee’s employment for 15 days after written notice from the
Employer to the Optionee providing a detailed description of the failure
constituting cause; (d) gross negligence or willful misconduct with respect to
the Employer that is demonstrably and materially injurious to the Company; or
(e) breach of any restrictive covenant with the Employer not cured within 15
days of written notice from the Employer to the Optionee providing a detailed
description of the activities constituting Cause (or if the Optionee’s
employment with an Employer is pursuant to an employment agreement at the time
of his termination of employment, then Cause shall be as defined in such
employment agreement).


“Change of Control” shall mean the consummation of a transaction, whether in a single
transaction or in a series of related transactions that are consummated
contemporaneously (or consummated pursuant to contemporaneous agreements), with
any other party or parties, other than an Affiliate of THL, on an arm’s-length
basis, pursuant to which (a) a party or group (as defined under Rule 13d under the Securities Exchange Act of 1934, as amended) who is not a
unitholder of the Company on the Effective Date, acquires, directly or
indirectly (whether by merger, stock purchase, recapitalization,
reorganization, redemption, issuance of capital stock or otherwise), more than
50% of the voting power of the Company or otherwise becomes entitled to
designate a majority of the members of the Company’s Board, or (b) such party
or parties, directly or indirectly, acquire assets constituting all or
substantially all of the assets of the Company and its subsidiaries on a
consolidated basis.


 


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“Conversion” shall
mean the conversion of Class A Common Units of the Company to common stock of
IPO Corp. in accordance with Section 3.6 of the Securityholders Agreement.


“Disability” shall
mean any physical or mental disability of the Optionee rendering the Optionee
unable to perform the duties of his employment for a period of at least 120
days out of any twelve-month period.  Any
determination of Disability shall be made by the Board in consultation with a
qualified physician or physicians selected by the Board and reasonably
acceptable to the Optionee.


“Employer” means the
Company and its subsidiaries and at all times includes Hawkeye Renewables, LLC
and IPO Corp. and their subsidiaries and shall also include any successor to
the Company after a Change in Control.


“Fair Market Value”
shall be determined by the Board in good faith.


“Financing
Default” means any event of default or breach under the Senior Debt
Agreements.


“Good
Reason” means:  (i) a
material diminution in or assignment of duties inconsistent with Optionee’s
position prior to the date of this Agreement or a change in the Optionee’s
direct reporting relationship, provided, however, that a change in title shall
not itself be considered a material diminution; (ii) a reduction in base
salary or a reduction in any annual bonus (it being understood that the failure
to receive an annual bonus or a reduced annual bonus due to failure to meet
applicable performance targets shall not be considered a reduction in annual
bonus hereunder); (iii) if the Optionee’s employment with an Employer is
pursuant to an employment agreement at the time of his termination of
employment, then Good Reason shall be as defined in such employment agreement; or
(iv) any material breach of the Securityholders’ Agreement, the IPO Corp.
Securityholders’ Agreement or the LLC Agreement by the Company which is not
cured within 15 days after written notice of such breach is provided by
Executive to the Company.


“IPO Corp.
Securityholders’ Agreement”  means
the IPO Corp. Securityholders’ Agreement to be executed among Hawkeye Holdings,
Inc. and certain securityholders of IPO Corp., as amended, modified or
supplemented from time to time.


“LLC
Agreement” means that certain Amended and Restated Limited Liability
Company Agreement of the Company dated June 30, 2006 by and among the
Company, Hawkeye Holdings, L.L.C., certain Affiliates of THL and the other
parties thereto, as amended, modified or supplemented from time to
time.


“Person” shall be
construed broadly and shall include, without limitation, an individual, a
partnership, an investment fund, a limited liability company, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.


 


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“Securityholders
Agreement” means the Limited Liability Securityholders Agreement dated June
30, 2006 between the Company and certain securityholders of the Company, as
amended, modified or supplemented from time to time.


“Senior Debt Agreements”
shall mean (i) that certain
First Lien Credit Agreement dated as of June 30, 2006 (the “First Lien
Credit Agreement”), among the Company, THL-Hawkeye Acquisition LLC, a
Delaware limited liability company (“Merger Sub”), to be merged with and
into Hawkeye Renewables, LLC, a Delaware limited liability company (the “Operating
Company”), the lenders party thereto (the “First Lien Lenders”), and
Credit Suisse, as administrative agent and as collateral agent for the First
Lien Lenders, (ii) all other Loan Documents (as defined in the First Lien
Credit Agreement) delivered in connection with the First Lien Credit Agreement,
(iii) that certain Second Lien Credit Agreement dated as of June 30,
2006 (the “Second Lien Credit Agreement”), among the Company, Merger
Sub, to be merged with and into the Operating Company, the lenders party
thereto (the “Second Lien Lenders”), and Credit Suisse, as
administrative agent and as collateral agent for the Second Lien Lenders and
(iv) all other Loan Documents (as defined in the Second Lien Credit
Agreement) delivered in connection with the Second Lien Credit Agreement.


“THL” means Thomas H. Lee Equity Fund VI, L.P.,
a Delaware limited partnership, and its Affiliates.


“Transfer” means the sale, transfer,
assignment, pledge or other disposal (whether with or without consideration and
whether voluntarily or involuntarily or by operation of law) of the Option;
provided, that a Transfer does not include any portion of the Option that has
vested in accordance with the terms of this Agreement.


 


SECTION 10.  MISCELLANEOUS PROVISIONS.


(a)   Rights as a Unitholder of
the Company.  Neither the
Optionee nor the Optionee’s representative shall have any rights as a Unitholder
of the Company with respect to any Units subject to the Option until the
Optionee or the Optionee’s representative becomes entitled to receive such Units
by (i) filing a notice of exercise, (ii) paying the Purchase Price as provided
in this Agreement, (iii) becoming a signatory to the LLC Agreement, (iv) becoming
a signatory to the Securityholders’ Agreement, (v) the Company issuing the Units
and entering the name of the Optionee in the register of unitholders of the
Company as the registered holder of such units, and (vi) and satisfying such
other conditions as the Board of Managers or the Committee shall reasonably
require.


(b)   Tenure.  Nothing in this Agreement or the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Parent or Subsidiary employing or retaining the
Optionee) or of the Optionee, which rights are hereby expressly reserved by
each, to terminate his or her Service at any time and for any reason, with or
without cause.


(c)   Notification.  Any notification required by the terms of
this Agreement shall be given in writing and shall be deemed effective upon
personal delivery or within three (3) days of deposit


 


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 with the United States Postal Service, by
registered or certified mail, with postage and fees prepaid.  A notice shall be addressed to the Company at
its principal executive office and to the Optionee at the address that he or
she most recently provided to the Company.


(d)   Entire Agreement.  This Agreement and the Plan (and following
the exercise of any Option, the LLC Agreement and the Securityholders’
Agreement) constitute the entire contract between the parties hereto with
regard to the subject matter hereof. 
They supersede any other agreements, representations or understandings
(whether oral or written and whether express or implied) which relate to the
subject matter hereof.


(e)   Waiver.  No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or
condition whether of like or different nature.


(f)    Restrictive
Covenants.  The Optionee
agrees and acknowledges that the provisions of Section 10 of the Plan are
reasonable and appropriate (including the remedies set forth therein) and
hereby covenants to comply with the requirements thereof.


(g)   Successors and Assigns.  The provisions of this Agreement shall inure
to the benefit of, and be binding upon, the Company and its successors and
assigns and upon the Optionee, the Optionee’s assigns and the legal
representatives, heirs and legatees of the Optionee’s estate, whether or not
any such Person shall have become a party to this Agreement and have agreed in
writing to be join herein and be bound by the terms hereof.


(h)   Choice of Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of Delaware, as such laws are applied to
contracts entered into and performed in such jurisdiction.


 


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The Optionee, by signing below, acknowledges
and agrees that this Option is granted under and governed by the terms of the Hawkeye
Intermediate, LLC Unit Option Plan, which is attached to and made a part of
this document.


 


	
  Optionee

  	
   

  	
  Hawkeye
  Intermediate, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hawkeye
  Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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