WELLCARE HOLDINGS, LLC TIME VESTING OPTION AGREEMENT
Exhibit
10.20
WELLCARE
HOLDINGS, LLC
This
Time
Vesting Option Agreement (the “Agreement”)
is
made as of [ ], by and between WellCare Holdings, LLC, a Delaware limited
liability company (the “Company”),
and [
] (“Grantee”).
Capitalized terms used herein and not otherwise defined are defined in Section
15
hereof.
WHEREAS,
Grantee serves as a [director of] [consultant to] the Company and/or one
or more
of its Subsidiaries; and
WHEREAS,
the Company and Grantee desire to enter into this Agreement (i) to provide
for
the grant of an option to acquire Class A Common Units of the Company to
Grantee
pursuant to the terms contained herein and (ii) to provide certain rights
and
obligations with respect to Grantee’s ownership of Units.
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 hereby agree as follows:
1. Grant
of Option.
The
Company hereby grants to Grantee, as of the date hereof, an option (the
“Option”)
to
purchase from the Company [ ] Class A Common Units (the “Units”),
at
the exercise price of $[ ] per Class A Common Unit (the “Exercise
Price”),
subject to the terms and conditions set forth herein.
2. Exercise
of Option.
Subject
to the terms and conditions contained herein, including Section 5
hereof,
the Option may be exercised to the extent it has become vested, by written
notice to the Company at any time and from time to time after the date of
grant.
The Option may be exercised for a fraction of a Class A Common Unit.
3. Expiration
of Option.
The
Option shall not be exercisable in any event after the date 10 years after
the
date hereof. Any part of the Option that is not vested on the Termination
Date
shall expire and be forfeited on such date, and any part of the Option that
is
vested on the Termination Date shall also expire and be forfeited to the
extent
not theretofore exercised within 60 days following the Termination Date (180
days if the Termination Date occurs as a result of the death of Grantee),
but in
no event after the date 10 years after the date hereof. Notwithstanding anything
to the contrary in this Agreement, if, as of immediately after a Sale of
the
Company, any part of the Option is not vested, then such unvested part shall
expire and be forfeited as of immediately after such Sale of the
Company.
4. Vesting
of Option.
(a) The
Option may be exercised only to the extent it has become vested. The Option
shall fully vest and become exercisable with respect to all of the Units
if and
only if the Grantee [continuously serves as a director of the Company and/or
one
of its Subsidiaries] [remains continuously engaged as a consultant by the
Company or one of its Subsidiaries] during the period beginning on [ ] (the
“Vesting
Commencement Date”)
and
ending on the fourth anniversary of the Vesting Commencement Date.
Notwithstanding the foregoing, the Option
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shall
cumulatively vest and become exercisable with respect to (i) 25% of the
Units (rounded to the nearest one-hundredth (0.01) of a Class A Common Unit)
upon the first anniversary of the Vesting Commencement Date, and
(ii) 2.08333333% of the Units (rounded to the nearest one-hundredth (0.01)
of a Class A Common Unit) upon the end of each full calendar month during
the
period beginning on the first anniversary of the Vesting Commencement Date
and
ending on the fourth anniversary of the Vesting Commencement Date, in each
case,
if and only if the Grantee [continuously serves as a director of the Company
and/or one of its Subsidiaries] [remains continuously engaged as a consultant
by
the Company or one of its Subsidiaries] during the period beginning on the
Vesting Commencement Date and ending on the applicable vesting date referred
to
above.
(b) Notwithstanding
anything contained herein to the contrary, once the Option has vested and
become
exercisable with respect to 100% of the Units, then the Option shall be fully
vested and the provisions of this Section 4
shall
cease to apply.
5. Conditions
to Exercise.
The
Option may not be exercised by Grantee unless the following conditions are
met:
(a) The
Option has become vested with respect to the Units to be acquired pursuant
to
such exercise;
(b) Grantee
shall have executed and delivered a joinder to the LLC Agreement;
(c) legal
counsel for the Company must be satisfied at the time of exercise that the
issuance of the Units upon exercise will be in compliance with the LLC
Agreement, the Securities Act of 1933, as amended (the “Securities
Act”),
and
applicable U.S. federal, state, local and foreign laws; and
(d) Grantee
must pay at the time of exercise the full Exercise Price for the Units being
acquired hereunder.
6. Transferability.
The
Option (including the right to receive the Units) may not be Transferred
(as
herein defined) or assigned by Grantee, other than by will or the laws of
descent and distribution and, during the lifetime of Grantee, the Option
may be
exercised only by Grantee (or, if Grantee is incapacitated, by Grantee’s legal
guardian or legal representative). In the event of the death of Grantee,
the
Option, to the extent it has not vested on the date of death, shall terminate;
and the exercise of the Option, to the extent it has vested as of the date
of
death, may be made only by the executor or administrator of Grantee’s estate or
the Person or Persons to whom Grantee’s rights under the Option pass by will or
the laws of descent and distribution. If Grantee or anyone claiming under
or
through Grantee attempts to violate this Section 6,
such
attempted violation shall be null and void and without effect, and the Company’s
obligation hereunder shall terminate. Any Issued Units received upon exercise
of
the Option is subject to the repurchase right, restrictions on Transfer and
other rights and obligations set forth below.
7. Right
to Purchase Units Upon Termination Date.
(a) Repurchase
Option.
If a
Termination Date occurs, then the Issued Units (whether held by Grantee or
one
or more transferees and including any Issued Units acquired
2
subsequent
to such Termination Date) will, at the Company’s election, be subject to
repurchase by the Company pursuant to the terms and conditions set forth
in this
Section 7
(the
“Repurchase
Option”)
at a
price per Issued Unit equal to the Fair Market Value per Issued Unit determined
as of the Valuation Date, less the amount of any cash distributed by the
Company
with respect to such Issued Unit between the applicable Valuation Date and
the
closing of the applicable repurchase.
(b) Repurchase
Procedures.
The
Repurchase Option is exercisable by the Company delivering written notice
(the
“Repurchase
Notice”)
to the
holder or holders of the applicable Issued Units at any time during the
six-month period beginning on the Termination Date. The Repurchase Notice
will
set forth the number of Issued Units to be acquired from such holder(s),
an
estimate of the aggregate consideration to be paid for such holder’s Units and
the time and place for the closing of the transaction.
(c) Closing
of Repurchase.
The
closing of the transactions contemplated by this Section 7
will
take place on the date designated by the Company in the Repurchase Notice,
which
date shall not be more than 60 days after the delivery of such notice. The
amount of the repurchase price to be paid for any Issued Units to be purchased
by the Company pursuant to a Repurchase Option shall be determined pursuant
to
Section 7(a)
hereof
and the aggregate amount of such repurchase price shall be referred to herein
as
the “Aggregate
Repurchase Price.”
The
Company will pay the applicable Aggregate Repurchase Price for any Issued
Units
to be purchased by the Company pursuant to a Repurchase Option by delivery
of a
check payable to or by wire transfer to an account or account(s) designated
by
the holder(s) of such Issued Units in an aggregate amount equal to the
applicable Aggregate Repurchase Price for such Issued Units. Notwithstanding
anything to the contrary contained in this Agreement, all repurchases of
Issued
Units by the Company pursuant to this Repurchase Option will be subject to
applicable restrictions contained under applicable law (including Delaware
law)
and in the Company’s and its Subsidiaries’ debt and equity financing agreements.
If any such restrictions prohibit the repurchase of Issued Units pursuant
to
this Section 7
which
the Company is otherwise entitled to make, the Company may make such repurchases
as soon as it is permitted to do so under such restrictions. The Company
will
receive from each seller regarding the sale of Issued Units the representation
that such seller has good and marketable title to such Issued Units and that
such Issued Units will be transferred to the Company free and clear of all
liens, claims and other encumbrances.
8. Restrictions
on Transfer of Issued Units.
(a) Neither
the Grantee nor any Permitted Transferee (as herein defined) may directly
or
indirectly, sell, pledge, assign, transfer or otherwise dispose of (a
“Transfer”)
any
interest in any Issued Units, except (i) to the Company, (ii) in
Public Sales or in an Approved Sale (as herein defined), (iii) pursuant to
applicable laws of descent and distribution, or (iv) among Grantee’s Family
Group but only if such Transfer is for valid estate planning purposes and
has
been approved by the Board; provided
that the
restrictions contained in this Section 8
will
continue to be applicable to the Issued Units after any Transfer of the type
referred to in clause (iii) or (iv) above and, as a condition to any
such Transfer, the transferees of such Issued Units must agree in writing
(which
writing must be delivered to the Company) to be bound by the provisions of
this
Agreement (unless such Transfer is pursuant to applicable laws of descent
and
distribution, in which case, such writing shall be entered into and delivered
to
the Company as soon as reasonably possible after such Transfer). Any transferee
of Issued Units
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pursuant
to a Transfer in accordance with clause (iii) or (iv) above is herein
referred to as a “Permitted
Transferee.”
Upon
the proposed Transfer of any Issued Units pursuant to clause (iii)
or (iv) above, Grantee or such Permitted Transferee transferring such
Issued Units will deliver a written notice (a “Transfer
Notice”)
to the
Company, which discloses in reasonable detail the identity of the Permitted
Transferee(s).
(b) All
Issued Units shall constitute “restricted securities,” as that term is defined
in Rule 144 promulgated by the U.S. Securities and Exchange Commission pursuant
to the Securities Act, and may not be Transferred except in compliance with
the
registration requirements of the Securities Act or an exemption
therefrom.
(c) Any
certificates representing Issued Units will bear the following legend, or
a
substantially similar legend:
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT
OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
AGREEMENTS SET FORTH IN THAT CERTAIN TIME VESTING OPTION AGREEMENT BETWEEN
THE
ISSUER AND [ ], A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”
The
legend set forth above regarding this Agreement shall be removed from any
certificates evidencing any securities which cease to be Issued
Units.
(d) No
holder
of Issued Units may Transfer any Issued Units (except pursuant to an effective
registration statement under the Securities Act) without first delivering
to the
Company an opinion of counsel reasonably acceptable in form and substance
to the
Company (which counsel will be reasonably acceptable to the Company) that
registration under the Securities Act is not required in connection with
such
Transfer. If such opinion of counsel, reasonably acceptable in form and
substance to the Company, further states that no subsequent Transfer of such
Issued Units will require registration under the Securities Act, if applicable,
the Company will promptly upon such Transfer deliver new certificates for
such
securities which do not bear the Securities Act legend set forth
above.
9. Approved
Sale of the Company.
(a) If
the
Board or the holders of a majority of the number of voting Common Units then
outstanding approve a sale of all or substantially all of the Company’s assets
determined on a consolidated basis or a sale of all (or, for accounting,
tax or
other reasons,
4
substantially
all) of the outstanding Common Units (whether by merger, recapitalization,
consolidation, reorganization, combination or otherwise) to an Independent
Third
Party or group of Independent Third Parties (each such sale, an “Approved
Sale”),
then
each holder of Issued Units will vote for, consent to and raise no objections
against such Approved Sale. If the Approved Sale is structured as (i) a
merger or consolidation, each holder of Issued Units will waive any dissenters’
rights, appraisal rights or similar rights in connection with such merger
or
consolidation or (ii) a sale of equity securities, each holder of Issued
Units will agree to sell all of his or her Issued Units on the terms and
conditions approved by the Board or the holders of a majority of the voting
Common Units then outstanding, as the case may be. Each holder of Issued
Units
will take all necessary or desirable actions in connection with the consummation
of the Approved Sale as requested by the Company. Each holder of Issued Units
hereby irrevocably constitutes and appoints the Company the true and lawful
attorney of such holder, with full power of substitution, in the name of
such
holder or the Company to give effect to this Section 9,
including the execution of any documentation necessary to transfer ownership
of
Issued Units pursuant to an Approved Sale. Each holder of Issued Units hereby
agrees that the powers granted to the Company in the immediately preceding
sentence are coupled with an interest and are irrevocable by any holder of
Issued Units.
(b) If
the
Company or the holders of the Company’s securities enter into any negotiation or
transaction for which Rule 506 (or any similar rule then in effect)
promulgated by the U.S. Securities and Exchange Commission may be available
with
respect to such negotiation or transaction (including a merger, consolidation
or
other reorganization), the holders of Issued Units will, at the request of
the
Company, appoint a purchaser representative (as such term is defined in
Rule 501) reasonably acceptable to the Company. If any holder of Issued
Units appoints a purchaser representative designated by the Company, the
Company
will pay the fees of such purchaser representative, but if any holder of
Issued
Units declines to appoint the purchaser representative designated by the
Company, such holder will appoint another purchaser representative, and such
holder will be responsible for the fees of the purchaser representative so
appointed.
(c) Each
holder of Issued Units will bear their pro rata share (based upon the amount
of
consideration received) of the costs of any sale of Issued Units pursuant
to an
Approved Sale to the extent such costs are incurred for the benefit of all
holders of Common Units and are not otherwise paid by the Company or the
acquiring party. Costs incurred by any holder of Issued Units on his or her
own
behalf will not be considered costs of the transaction hereunder.
10. Holdback
Agreement.
No
holder of Issued Units will effect any sale or distribution of Issued Units
during the seven days prior to or the 180-day period beginning on the effective
date of any underwritten Public Offering (except as part of such underwritten
registration), unless the underwriters managing such underwritten Public
Offering otherwise agree.
11. Rights
of Participants.
Nothing
in this Agreement shall confer upon Grantee any right to continue to serve
as a
[director of] [consultant to] the Company or any Subsidiary or create an
employment relationship between the Grantee and the Company or any Subsidiary
for any period of time.
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12. Adjustments
to Option.
(a) Organic
Change.
Any
recapitalization, reorganization, reclassification, consolidation, merger
or
sale of all or substantially all of the Company’s assets or liquidation of the
Company which is effected in such a way that holders of Class A Common Units
(or
any other type of equity securities subject to the Option) are entitled to
receive (either directly or upon subsequent liquidation) stock, securities
or
assets (including cash) in exchange for Class A Common Units (or such other
type
of equity securities subject to the Option) is referred to herein as an
“Organic
Change.”
Except
as otherwise provided herein, after the consummation of any Organic Change,
the
Option shall thereafter be exercisable for, rather than the applicable Units
immediately theretofore acquirable and receivable upon exercise of such Option,
such shares of stock, securities or assets (including cash) as may be issued
or
payable or in exchange for the number and class of Units immediately theretofore
acquirable and receivable upon exercise of such Option had such Organic Change
not taken place. Notwithstanding the foregoing, in the event of any proposed
Organic Change or other transaction which would represent a Sale of the Company,
the Company may, in its discretion, terminate any or all of the Option by
written notice to the Grantee, subject to the payment, upon the consummation
of
such Sale of the Company, by the Company to the Grantee of the difference,
if
any, between the consideration which the Grantee (to the extent vested as
of
such Sale of the Company) would receive in such Sale of the Company for the
applicable Issued Units if such Grantee exercised the Option (to the extent
vested as of such Sale of the Company) immediately prior to such Sale of
the
Company and the Exercise Price of such Option (to the extent vested as of
such
Sale of the Company).
(b) Adjustment
for Change in Class A Common Units.
In the
event of a unit or stock split, stock or unit dividend or distribution or
combination of units or shares which effects the number of outstanding Class
A
Common Units (or any other type of equity securities subject to the Option),
the
Company shall, in order to prevent the dilution or enlargement of rights
under
this Option, adjust (1) the number of securities or other consideration
which are issuable upon exercise of the Option, (2) the Exercise Price
specified herein and (3) other provisions of this Agreement which specify
a
number of securities, all as the Company determines to be appropriate and
equitable.
13. Notification
of Inquiries and Agreements.
Grantee
and each Permitted Transferee shall notify the Company in writing within
10 days
after the date such Grantee or Permitted Transferee (i) first obtains knowledge
of any Internal Revenue Service inquiry, audit, assertion, determination,
investigation or question relating in any manner to the Option granted
hereunder; or (ii) includes or agrees (including, without limitation, in
any
settlement, closing or other similar agreement) to include in gross income
with
respect to any Option granted hereunder (A) any amount in excess of the amount
reported on Form 1099 or other informational form to Grantee by the Company,
or
(B) if no such form was received, any amount. Upon request, Grantee or Permitted
Transferee shall provide to the Company any information or document relating
to
any event described in the preceding sentence which the Company (in its sole
discretion) requires in order to calculate and substantiate any change in
the
Company’s tax liability as a result of such event.
6
14. Legal
Compliance.
In the
case of officers and other Persons subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended, the Company may at any time impose any
limitations upon the exercise of the Option that, in the Company’s discretion,
are necessary or desirable in order to comply with such Section 16(b) and
the
rules and regulations thereunder.
15. Definitions.
The
following terms are defined as follows:
“Affiliate”
means,
when used with reference to a specified Person, any Person that directly
or
indirectly controls or is controlled by or is under common control with the
specified Person. As used in this definition, “control” (including, with its
correlative meanings, “controlled by” and “under common control with”) shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities
or
partnership or other ownership interests, by contract or otherwise). With
respect to any Person who is an individual, “Affiliate”
shall
also include, without limitation, any member of such individual’s Family
Group.
“Board”
means
the Company’s Board of Directors.
“Class A
Common Units”
means
the Company’s Class A Common Units (as such term is defined in the LLC
Agreement).
“Common
Units”
means
the Company’s Common Units (as such term is defined in the LLC
Agreement).
“Fair
Market Value”
per
Class A Common Unit or of any other security as of any given date shall be
as
determined by the Board based on such factors as the members thereof, in
the
exercise of their business judgment, consider relevant.
“Family
Group”
means,
when used with reference to a specified individual Person, (i) such Person’s
spouse and descendants (whether natural or adopted) and any trust solely
for the
benefit of such Person and/or such Person’s spouse and/or descendants or (ii)
any company, limited liability company or other entity which is controlled
solely by such Person or such Person and such Person’s spouse.
“Independent
Third Party”
means
any Person other than Xxxxx Private Equity Investors LP or its
Affiliates.
“Issued
Units”
means
(i) all Class A Common Units issued upon the proper exercise of the Option
and
(ii) any other equity securities issued with respect to the Class A Common
Units
referred to in clause (i) above by way of a unit or stock dividend or
distribution or stock or unit split in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting Class
A
Common Units. Unless otherwise provided herein, except in connection with
an
Approved Sale or a Public Sale, Issued Units will continue to be Issued Units
in
the hands of any holder of Issued Units (except for the Company), and each
such
transferee thereof will succeed to the rights and obligations of a holder
of
Issued Units hereunder.
“LLC
Agreement”
means
the Second Amended and Restated Limited Liability Company Agreement of the
Company, as amended from time to time.
7
“Person”
means
an individual, a partnership, a corporation, a limited liability company,
an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, a governmental entity or any department, agency or political
subdivision thereof or any other entity or organization.
“Public
Offering”
means
an underwritten public offering and sale of Class A Common Units or any common
equity securities of any successor entity to the Company issued pursuant
to a
transaction of the type described in Section 12.16 of the LLC Agreement,
in each
case, pursuant to an effective registration statement under the Securities
Act;
provided
that a
Public Offering shall not include an offering made in connection with a business
acquisition or combination pursuant to a registration statement on Form S-4
or
any form for similar registration purposes, or an employee benefit plan pursuant
to a registration statement on Form S-8 or any form for similar registration
purposes.
“Public
Sale”
means
the sale of Issued Units to the public pursuant to an offering registered
under
the Securities Act or, after the consummation of an initial Public Offering,
to
the public pursuant to the provisions of Rule 144 (or any similar rule or
rules
then in effect) under the Securities Act.
“Sale
of the Company”
means
any transaction (other than pursuant to a Public Offering) involving the
Company
and an Independent Third Party or affiliated group of Independent Third Parties
pursuant to which such party or parties acquire (i) a majority of the
outstanding Common Units entitled to vote generally in the election of the
Board
(whether by merger, consolidation, sale of the Company’s Common Units or
otherwise) or (ii) all or substantially all of the Company’s assets
determined on a consolidated basis.
“Subsidiary”
means,
with respect to any Person, any corporation, partnership, limited liability
company, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of
directors thereof is at the time owned or controlled, directly or indirectly,
by
that Person or one or more of the other Subsidiaries of that Person or a
combination thereof, or (ii) if a partnership, limited liability company,
association or other business entity, a majority of the partnership or other
similar ownership interest thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more Subsidiaries of that Person
or a
combination thereof. For purposes hereof, a Person or Persons shall be deemed
to
have a majority ownership interest in a partnership, limited liability company,
association or other business entity if such Person or Persons shall be
allocated a majority of partnership, limited liability company, association
or
other business entity gains or losses or shall be or control the managing
director, managing member, manager or a general partner of such partnership,
limited liability company, association or other business entity. Where not
otherwise indicated, the term “Subsidiary”
refers
to a Subsidiary of the Company.
“Termination
Date”
means
the date that the Grantee ceases to serve as a [director of] [consultant
to] the
Company or any of its Subsidiaries for any reason.
“Valuation
Date”
means,
with respect to the Repurchase Option, the date, if any, that the Company
delivers a Repurchase Notice to a holder of Issued Units.
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16. Miscellaneous.
(a) Severability.
Whenever possible, each provision of this Agreement will be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any
respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or the
effectiveness or validity of any provision in any other jurisdiction, and
this
Agreement will be reformed, construed and enforced in such jurisdiction as
if
such invalid, illegal or unenforceable provision had never been contained
herein.
(b) Notices.
Any
notice hereunder to the Company shall be addressed to the Company’s principal
executive office, Attention: General Counsel, and any notice hereunder to
Grantee shall be addressed to Grantee at Grantee’s last address on the records
of the Company, subject to the right of either party to designate at any
time
hereafter in writing some other address. Any notice shall be deemed to have
been
duly given when delivered personally, one day following dispatch if sent
by
reputable overnight courier, fees prepaid, or three days following mailing
if
sent by registered mail, return receipt requested, postage prepaid and addressed
as set forth above.
(c) Counterparts.
This
Agreement may be executed in separate counterparts, each of which will be
deemed
to be an original and all of which taken together will constitute one and
the
same agreement.
(d) Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of any successors
and
assigns to the Company and all persons lawfully claiming under
Grantee.
(e) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Delaware, without giving effect to any rules, principles or provisions
of choice of law or conflict of laws (whether of the State of Delaware or
any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
(f) Complete
Agreement.
This
Agreement embodies the complete agreement and understanding among the parties
and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related
to the subject matter hereof in any way.
(g) Amendments
and Waivers.
Any
provision of this Agreement may be amended or waived only with the prior
written
consent of the Company (with approval of the Board) and Grantee.
*
* *
*
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IN
WITNESS WHEREOF, the Company and Grantee have executed this Time Vesting
Option
Agreement as of the date first above written.
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WELLCARE
HOLDINGS, LLC
____________________________________
Name:
Title:
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GRANTEE:
____________________________________
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