AMENDMENT AND WAIVER
BOARD REPRESENTATION AND STANDSTILL AGREEMENT
This Amendment and Waiver (this Amendment) to the Board Representation and Standstill Agreement, dated as of December 4, 2015 (as previously amended on October 26, 2017 and October 18, 2018, the Agreement), by and among LSB Industries, Inc., a Delaware corporation (the Company), LSB Funding LLC, a Delaware limited liability company (the Purchaser), Security Benefit Corporation, a Kansas corporation (Security Benefit), Todd Boehly, an individual (Boehly), Jack E. Golsen, an individual (J. Golsen), Steven J. Golsen, an individual (S. Golsen), Barry H. Golsen, an individual (B. Golsen), Linda Golsen Rappaport, an individual (L. Rappaport), Golsen Family LLC, an Oklahoma limited liability company (Family LLC), SBL LLC, an Oklahoma limited liability company (SBL LLC), and Golsen Petroleum Corp., an Oklahoma corporation (together with J. Golsen, S. Golsen, B. Golsen, L. Rappaport, Family LLC and SBL LLC, each a Golsen Holder and, collectively, the Golsen Holders), is made and entered into as of September 27, 2021, by and among the Company, the Purchaser, Security Benefit, Boehly and each of the Golsen Holders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, pursuant to a Securities Exchange Agreement, dated as of July 19, 2021 between the Company and the Purchaser (the Exchange Agreement), the Company and the Purchaser have agreed that the Company will issue to the Purchaser shares of the Companys Common Stock in exchange for the Purchaser surrendering for exchange all of its shares of Series E-1 Cumulative Redeemable Class C Preferred Stock (Series E-1 Preferred) and the Companys Series F-1 Redeemable Class C Preferred Stock (Series F-1 Preferred);
WHEREAS, Section 4(f)(ii) of the Agreement provides, in relevant part, that the Agreement may be amended only in a writing signed by each of the Parties; and
WHEREAS, in furtherance of the foregoing transactions and as contemplated by the Securities Exchange Agreement, each of the Parties desires to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendment. Each of the Parties hereby agrees that the Agreement is amended by replacing Section 3 of the Agreement in its entirety with the following:
Section 3. Standstill.
(a) During the period commencing on the Closing and ending on the Standstill Termination Date, as defined below, provided that the Company is not in breach of its obligations under this Agreement (including Section 1 hereof), each of the Purchaser Parties (so long as such Purchaser Party is an Affiliate of the beneficial owner of the Company securities issued under the Purchase Agreement or the Exchange Agreement) shall not, and shall cause its controlled Affiliates not to, directly or indirectly:
(i) engage in any hostile or takeover activities with respect to the Company (including by means of a tender offer or soliciting proxies or written consents, other than as recommended by the Board);
(ii) acquire or propose to acquire beneficial ownership of additional Common Stock (other than the Common Stock issuable upon the closing of the transactions contemplated by the Exchange Agreement) or other Company equity securities; or
(iii) acquire or propose to acquire any other equity securities of the Company or any equity securities of any Affiliates of the Company.
(b) Specifically, but without limiting Section 3(a), during the period commencing on the Closing and ending on the Standstill Termination Date, without the prior written consent of the Company, each of the Purchaser Parties shall not, and shall cause its controlled Affiliates not to, directly or indirectly: