SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of February 17, 2017, as amended and restated as of December 22, 2017 and further amended and restated as of October 31, 2019 among NexTier Oilfield Solutions Inc. (f/k/a...Asset-Based Revolving Credit Agreement • October 31st, 2019 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • New York
This SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of October 31, 2019, among NexTier Oilfield Solutions Inc. (f/k/a/ Keane Group, Inc.), a Delaware corporation (the “Parent”), Keane Group Holdings, LLC, a Delaware limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01A hereto (and together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A. as Administrative Agent and Collateral Agent.
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG KEANE GROUP, INC. AND HOLDERS OF STOCK OF KEANE GROUP, INC. SIGNATORY HERETO Dated as of October 31, 2019Stockholders’ Agreement • October 31st, 2019 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Delaware
This Second Amended and Restated Stockholders’ Agreement (the “Agreement”) is made, dated as of October 31, 2019 (the “Effective Date”), by and between Keane Investor Holdings LLC, a Delaware limited liability company (“Investor Holdco”), and Keane Group, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “Company”).
Form of Underwriting Agreement] Keane Group, Inc. [ ] Shares Common Stock ($0.01 par value)Keane Group, Inc. • January 11th, 2018 • Oil & gas field services, nec • New York
Keane Investor Holdings LLC, a limited liability company organized under the laws of Delaware (the “Selling Shareholder”) and stockholder of Keane Group, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”), of the Company (such shares to be sold by the Selling Shareholder collectively being hereinafter called the “Underwritten Securities”). The Selling Shareholder also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 20 hereof.
LIMITED LIABILITY COMPANY AGREEMENT OF PECOS SECOND MERGER SUB LLCLimited Liability Company Agreement • September 1st, 2023 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Pecos Second Merger Sub LLC (the “Company”) is entered into by Patterson-UTI Energy, Inc., as the sole member (the “Member”), as of this 12th day of June, 2023.
NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 16th, 2023 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Texas
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Grant Date”), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein or in Appendix A shall have the meanings provided in the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (as it may be amended from time to time, the “Plan”).
AGREEMENT AND PLAN OF MERGER among PATTERSON-UTI ENERGY, INC., PECOS MERGER SUB INC., PECOS SECOND MERGER SUB LLC and NEXTIER OILFIELD SOLUTIONS INC. Dated as of June 14, 2023Agreement and Plan of Merger • June 15th, 2023 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 14, 2023, is entered into by and among Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), Pecos Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Parent Sub”), Pecos Second Merger Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (“LLC Sub” and, together with Parent and Parent Sub, the “Parent Parties”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referred to herein individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 28th, 2023 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 27, 2023, is made and entered into by and between Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 2016 by and between Keane Group, Inc., a Delaware corporation (the “Corporation”), and [●] (“Indemnitee”).
SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 23rd, 2017 • Keane Group, Inc. • Oil & gas field services, nec • New York
This SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of February 17, 2017 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings Intermediate Holdco”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).
NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENTRestricted Stock Unit Performance Award Agreement • February 16th, 2023 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Unit Performance Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Grant Date”), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), who is employed by the Company or one of its subsidiaries on the Grant Date. Capitalized terms not otherwise defined herein or in an Appendix shall have the meanings provided in the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “Plan”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated December [●], 2016 (the “Effective Date”), by and between KGH Intermediate Holdco II, LLC (“KGH”), Keane Group, Inc. (“Keane”) and James Stewart (the “Executive”) (each a “Party” and together, the “Parties”). As of the Effective Date, all references in this Agreement to the “Company” shall be deemed to be references to KGH, and following the date of an initial public offering by Keane (such date, the “IPO Date”), if any, shall be deemed to be references to Keane.
ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of February 17, 2017 among Keane Group, Inc., as the Parent Guarantor Keane Group Holdings, LLC, as the Lead Borrower, and for The Borrowers Named Herein The Guarantors Named Herein Bank of America,...Credit Agreement • February 23rd, 2017 • Keane Group, Inc. • Oil & gas field services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2022 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Texas
This REGISTRATION RIGHTS AGREEMENT, dated as of August 3, 2022, is entered into by and between NEXTIER OILFIELD SOLUTIONS INC., a Delaware corporation (the “Company”), and CONTINENTAL INTERMODAL GROUP LP, a Delaware limited partnership (“CIG”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2020 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Texas
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 1, 2019 (the “Effective Date”), by and between NexTier Oilfield Solutions Inc. f/k/a Keane Group, Inc. (the “Company”) and Ian J. Henkes (the “Executive”) (each a “Party” and together, the “Parties”).
UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATEDKeane Group, Inc. • January 11th, 2018 • Oil & gas field services, nec
On July 3, 2017, pursuant to a Purchase Agreement dated May 18, 2017 (the “RockPile Purchase Agreement”) with RockPile Energy Holdings, LLC ("RockPile Holdings"), RockPile Management NewCo, LLC, a Delaware limited liability company (together with the RockPile Holdings, the “RockPile Seller Parties”) and RockPile Energy Services, LLC (“RockPile”), Keane Group, Inc. (“Keane” or the “Company”) completed its acquisition of 100% of the equity interests of RockPile (the “RockPile Acquisition”) for (i) approximately $123.3 million in cash, including approximately $4.4 million in respect of deposits previously paid by RockPile Seller Parties for 30,000 previously ordered hydraulic fracturing horsepower, (ii) 8,684,210 shares of our common stock and (iii) certain contingent value rights, as discussed herein. In connection with the RockPile Acquisition, the Company and certain of its subsidiaries entered into an amendment to the existing Company’s term loan facility with each of the incremental
KEANE GROUP, INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 1st, 2018 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of [●], 20[●] (the “Grant Date”), by and between Keane Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein or in Appendix A shall have the meanings provided in the Keane Group, Inc. Equity and Incentive Award Plan (the “Plan”).
LIMITED LIABILITY COMPANY AGREEMENT OF KEANE INVESTOR HOLDINGS LLCLimited Liability Company Agreement • January 26th, 2017 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Keane Investor Holdings LLC, a Delaware limited liability company (the “Company”), is made effective as of January 20, 2017 (this “Agreement”), by and among the Cerberus Funds, JS Keane Coinvestor LLC (“JS”), Trican Well Service, L.P. (“Trican”), SJK Family Limited Partnership, LP (“SJK”), KCK Family Limited Partnership, LP (“KCK”), Tim Keane (“TK”), Brian Keane (“BK”), SJ Keane Family Trust (“SK”), Jacquelyn Keane (“JK”), Cindy Keane (“CK”), KC Family Trust (“KK” and, together with SJK, KCK, TK, BK, SK, JK and CK, each, a “Keane Party” and collectively, the “Keane Parties”), the Cerberus Representative, the Keane Representative, and the Persons listed on Schedule A hereto (the “Management Members” and, together with the Cerberus Funds, JS, Trican and the Keane Parties and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “Members”).
SUPPORT AGREEMENT AND IRREVOCABLE PROXYSupport Agreement and Irrevocable Proxy • June 17th, 2019 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This SUPPORT AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of June 16, 2019, by and among Keane Investor Holdings LLC, a Delaware limited liability company (the “Stockholder”), C&J Energy Services, Inc. a Delaware corporation (“Crown”) and Cerberus Capital Management, L.P., a Delaware limited partnership (“Cerberus”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among C&J ENERGY SERVICES, INC. KEANE GROUP, INC. and KING MERGER SUB CORP. Dated as of June 16, 2019Agreement and Plan of Merger • June 17th, 2019 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 16, 2019, is entered into by and among C&J Energy Services, Inc., a Delaware corporation (“Crown”), Keane Group, Inc., a Delaware corporation (“King”), and King Merger Sub Corp., a Delaware corporation and direct wholly owned subsidiary of King (“King Sub” and together with Crown and King, the “Parties” and each, a “Party”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of March 16, 2016 (the “Effective Date”), is made and entered into by and between Trican Well Service Ltd., an Alberta corporation (“Licensor”) and Keane Frac LP (“Buyer”). Licensor and Buyer are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
KEANE GROUP, INC. EQUITY AND INCENTIVE AWARD PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • August 1st, 2018 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
This Non-Qualified Stock Option Award Agreement (this “Agreement”) is made and entered into as of [●], 20[●] (the “Grant Date”), by and between Keane Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein or in Appendix A shall have the meanings provided in the Keane Group, Inc. Equity and Incentive Award Plan (the “Plan”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Texas
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of January 11, 2021 (the “Effective Date”) between NexTier Oilfield Solutions Inc. (formerly Keane Group, Inc.), a Delaware corporation (the “Company”), and Kenny Pucheu, an individual (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 20, 2016, by and between Keane Group Holdings, LLC, a Delaware limited liability company (the “Company”), and Kevin M. McDonald, an individual resident of the State of Texas (the “Executive”) (each, a “Party” and together, the “Parties”).
ASSET PURCHASE AGREEMENT BY AND AMONG KEANE GROUP HOLDINGS, LLC, KEANE FRAC, LP, TRICAN WELL SERVICE LTD. AND THE SELLER COMPANIES NAMED HEREIN DATED AS OF JANUARY 25, 2016Asset Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2016 by and among Keane Group Holdings, LLC, a Delaware limited liability company (“Keane Parent”), Keane Frac, LP (“Buyer” and together with Keane Parent, the “Buyer Companies”), Trican Well Service Ltd., an Alberta corporation (“Trican Parent”) and Trican Well Service, L.P., a Delaware limited partnership (“Trican U.S.” and collectively with any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets, including those Subsidiaries set forth on Annex I hereto, the “Seller Companies”). Keane Parent, Buyer, Trican Parent and each of the Seller Companies are each referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined herein have the meanings set forth in Section 1.1 below.
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec • New York
This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 25, 2016 (the “Amendment”), is entered into by and among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the “Issuer”), KGH Intermediate Holdco I, LLC, a Delaware limited liability company (“Holdings”), each of the other Note Parties party hereto, the undersigned Required Purchasers, and U.S. Bank National Association, as agent for the Purchasers (the “Agent”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement (as defined below).
NEXTIER OILFIELD SOLUTIONS INC. [EQUITY AND INCENTIVE AWARD PLAN // NEXTIER OILFIELD SOLUTIONS INC. (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN] FORM OF RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENTRestricted Stock Unit Performance Award Agreement • March 12th, 2020 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Delaware
This Restricted Stock Unit Performance Award Agreement (this “Agreement”) is made and entered into as of ###GRANT_DATE### (the “Grant Date”), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”), and ###PARTICIPANT_NAME### (the “Participant”), who is employed by the Company or one of its subsidiaries on the Grant Date. Capitalized terms not otherwise defined herein or in an Appendix shall have the meanings provided in the [NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan// NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan] (the “Plan”).
AMENDMENT TO KEANE GROUP, INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTEquity and Incentive Award • August 1st, 2018 • Keane Group, Inc. • Oil & gas field services, nec
This Amendment (this “Amendment”) is made and entered into on [●], 2018, by and between Keane Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein or in Appendix A shall have the meanings provided in the Keane Group, Inc. Equity and Incentive Award Plan (the “Plan”)
Mr. James Stewart Via E-mail to JStewart@keanegrp.com Re: Letter Agreement Dear James:Nextier Oilfield Solutions Inc. • March 12th, 2020 • Oil & gas field services, nec • Texas
This letter (“Letter”) confirms that your employment with NexTier Oilfield Solutions Inc. f/k/a Keane Group, Inc. and its subsidiaries (collectively, “NexTier”) and your term as Chairman of the Board of Directors of NexTier (the “Board”) terminated on October 31, 2019 (the “Separation Date”). The terms of this Letter, including the Severance Payments set forth in Section 3 below, were approved by the Compensation Committee of the Board on October 25, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2020 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec
This AMENDMENT (this “Amendment”), dated March 20, 2020 (the “Effective Date”), to the Employment Agreement, dated February 20, 2017 (the “Employment Agreement”), between KGH Intermediate Holdco II, LLC (the “Company”), and Phung Ngo-Burns, an individual (the “Employee”), is made and entered into by and among the Company and the Employee (each a “Party” and collectively the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
This AMENDMENT (this “Amendment”), dated [●], 2016, to the Employment Agreement, dated March 15, 2016 (the “Employment Agreement”), by and between KGH Intermediate Holdco II, LLC (“KGH”) and James J. Venditto (the “Executive”), is made and entered into by and among KGH, the Executive and Keane Group, Inc. (“Keane”) (each a “Party” and collectively the “Parties”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2019 • Keane Group, Inc. • Oil & gas field services, nec • Texas
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated June 16, 2019, by and between Keane Group, Inc., a Delaware corporation (the “Company”) and Greg Powell (the “Executive”) (each a “Party” and together the “Parties”). The “Effective Date” of this Agreement shall be the “Closing Date” as defined in the Agreement and Plan of Merger by and among C&J Energy Services, Inc., a Delaware Corporation (“Crown”), the Company, and King Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company, dated as of June 16, 2019 (as amended, the “Merger Agreement”). This Agreement is expressly conditioned upon the consummation of the “Closing” (as defined in the Merger Agreement). Should the Closing not occur, this Agreement shall be null and void and of no force and effect and the Prior Employment Agreement, as defined below, shall remain in effect.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2018 • Keane Group, Inc. • Oil & gas field services, nec • Texas
This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated May 11, 2018 (the “Execution Date”), by and between Keane Group, Inc., a Delaware corporation (the “Company”), and Robert Drummond (the “Executive”) (each a “Party” and together the “Parties”).
EARNOUT AGREEMENTEarnout Agreement • August 4th, 2021 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Texas
This EARNOUT AGREEMENT (this “Agreement”) is made as of the [___] day of August, 2021, by and among NEXTIER COMPLETION SOLUTIONS INC., a Delaware corporation (the “Purchaser”), and ALAMO FRAC HOLDINGS, LLC, a Texas limited liability company (the “Seller”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
This AMENDMENT (this “Amendment”), dated [●], 2016, to the Employment Agreement, dated February 1, 2016 (the “Employment Agreement”), by and between Keane Group Holdings, LLC (“Holdings”) and Ian J. Henkes (the “Executive”), is made and entered into by and among Holdings, the Executive and Keane Group, Inc. (“Keane”) (each a “Party” and collectively the “Parties”).
ASSIGNMENT AGREEMENTAssignment Agreement • December 14th, 2016 • Keane Group, Inc. • Oil & gas field services, nec
This ASSIGNMENT AGREEMENT (this “Assignment Agreement”), dated December [●], 2016, is made and entered into by and among Keane Group Holdings, LLC (“Holdings”), Keane Group, Inc. (“Keane”), and Kevin M. McDonald (the “Executive”) (each a “Party” and collectively the “Parties”).
