Equity Interests. As of the date hereof or as of the date of the most recent Compliance Certificate, the Equity Interests required to be pledged hereunder by each Grantor that owns any Equity Interests (excluding pledges of interests in Equity Interests solely permitted as a result of [[Sections 9-406, 9-407, 9-408 or 9-409]9]9]9]9]9]9]9]]9]9]9] of the UCC) consist of the number and type of shares of capital stock (in the case of issuers that are corporations) or the percentage and type of other Equity Interests (in the case of issuers other than corporations) described opposite such Grantor’s name in [Annex A].

Equity Interests. Each Pledge Agreement, together with the Uniform Commercial Code financing statements to be filed in connection therewith as provided therein, is in form sufficient to, and upon such filing and delivery as provided in the Pledge Agreement will, create in favor of the Agent a valid, perfected, first priority Lien and security interest upon and in respect of the Collateral (as defined in such Pledge Agreement) enforceable by the Agent in accordance with the terms thereof.

Subsidiaries; Equity Interests. As of the Closing Date, no Loan Party (to the extent such Loan Party was a Loan Party on the Closing Date) has any Subsidiaries other than those specifically disclosed in [Schedule 6.13], and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are directly or indirectly owned by a Loan Party (except for certain immaterial director’s qualifying shares and as a result of the PDH Minority Interest) free and clear of all Liens except those created under the Collateral Documents and as otherwise disclosed in [Schedule 6.13]. All of the outstanding Equity Interests in each Loan Party and its Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization).

Unvested Equity Interests. Pursuant to the terms of Employee’s Restricted Stock Award Agreements, Restricted Stock Unit Agreements (“RSUs”), Stock Option Agreements, and Performance Award Agreements, all unvested awards as of the Separation Date are forfeited and cancelled. The Company agrees, however, in exchange for the terms of this Agreement, to pay Employee a cash payment, less applicable withholdings, based on the cash value of the unvested RSUs which are outstanding on the Separation Date. This equity-offset payment will not include payment regarding any RSUs that are vested on or before the Separation Date. Unvested awards will be valued based on the percentage of the vesting period for

Pledged Equity Interests. Set forth on [Schedule 5.21(f)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a list of # all Pledged Equity and # all other Equity Interests required to be pledged to the ​ pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non‑voting, preferred, etc.)).

Subject Company Equity Interests. An instrument of transfer in the form attached as [Exhibit A] hereto duly and validly executed by the registered holder of the Subject Company Equity Interests, sufficient to vest in ​ good and valid title to such Subject Company Equity Interests, or other evidence as is customary under the Applicable Law governing the corporate aspects of such Subject Company that good and valid title in the Subject Company Equity Interests of such Subject Company has been lawfully transferred to ​.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

Neither Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, issue any preferred Equity Interests or any Disqualified Equity Interests, except # in the case of Holdings, preferred Equity Interests that are Qualified Equity Interests and # in the case of Holdings, any Borrower, any Restricted Subsidiary or Intermediate Holdings, # preferred Equity Interests or Disqualified Equity Interests issued to and held by Holdings, any Borrower or any Restricted Subsidiary and # in the case of the Borrowers and Restricted Subsidiaries only, preferred Equity Interests (other than Disqualified Equity Interests) issued to and held by joint venture partners after the Effective Date (“JV Preferred Equity Interests”); provided that in the case of this [clause (y)], any such issuance of JV Preferred Equity Interests shall be deemed to be an incurrence of Indebtedness and subject to the provisions set forth in [[Section 6.01(a) and (b)])]])].

the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests;

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest. As used in this Agreement, “Equity Interests” shall not include convertible debt unless and until such debt has been converted to capital stock or other Equity Interests.

Stock Ownership and other Equity Interests [Schedule 3A] hereto is a true and correct list of all the Equity Interests in Subsidiaries (other than Equity Interests in Excluded Equity Interests) owned by any Grantor as of the date hereof and required to be pledged under the Guarantee and Collateral Agreement and the record and beneficial owners of such Equity Interests [Schedule 3B] hereto is a true and correct list of all Excluded Equity Interests owned by any Grantor as of the date hereof

is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Debt or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

“Equity Interests” means any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity

“Excluded Equity Interests” means “Excluded Equity Interests” as defined in the Collateral Agreement.

Equity Awards. Promptly following the Effective Date, the Company shall grant you restricted stock units (“RSUs”) with respect to Company common stock with a value of $325,000 as of the grant date (determined by dividing $325,000 by the closing price per share of Company common stock on the date of grant). The RSUs shall vest fully upon one year of service, subject to your continued employment or continued service on the Board through the vesting date. The RSUs shall be subject to the terms of the Company’s 2019 Stock Incentive Plan (the “Plan”) and the standard form of RSU agreement thereunder. The foregoing grant shall be in lieu of any equity awards granted to outside directors during the Employment Period pursuant to the Company’s outside director compensation program, as may be amended and/or restated from time to time. In addition, any RSUs or performance-based RSUs that you currently hold will continue to vest in accordance with their terms, subject to your continued service on the Board.

Subject to the approval of the administrator under the applicable Plan (as defined below), on the date of his or her election or appointment as a Director, each Non-Employee Director shall be granted the following equity award or awards (such award or awards, the “Initial Award”): # a non-qualified stock option award (“Option”) to acquire up to a number of shares of the Company’s common stock having an aggregate grant date fair market value equal to the applicable Available Amount (as defined below), based on a Black-Scholes valuation method (rounded down to the nearest whole share); # a restricted stock unit award (“RSU”), each RSU relating to one share of the Company’s common stock, having an aggregate fair market value equal to the applicable Available Amount pursuant to the terms of the then applicable equity incentive plan for such grants, assuming the closing price of the Company’s common stock on the date of grant; or # an Option and a RSU to acquire or relating to, as applicable, such that the sum of the aggregate fair market value of the Option and RSU, each as determined herein, is equal to the applicable Available Amount.