LSB Funding LLC
600 Steamboat Road, Suite 200
Greenwich, Connecticut 06830
August 10, 2022
LSB Industries, Inc.
3503 NW 63rd Street, Suite 500
Oklahoma City, Oklahoma 73107
Attention: Michael J. Foster, General Counsel
Re: Registration Rights Agreement; Securities Exchange Agreement
Ladies and Gentlemen,
This letter agreement is being entered into as of the date first listed above by and among LSB Funding LLC, a Delaware limited liability company (LSB Funding), LSB Industries, Inc., a Delaware corporation (the Company), and SBT Investors LLC, a Delaware limited liability company (SBT Investors), in connection with (i) the pro rata distribution in kind by LSB Funding of shares of the Companys common stock, par value $0.10 per share (LSB Common Stock), and related subsequent pro rata distributions in kind by certain of its direct and indirect parent companies and members to their respective members, partners or stockholders (the Distribution in Kind), such Distribution in Kind to occur immediately following the effectiveness of this letter agreement and (ii) the proposed registered underwritten offering of shares of LSB Common Stock by LSB Funding and SBT Investors LLC, its affiliate, following the effectiveness of this letter agreement (the Secondary Offering).
1. Registration Rights Agreement. Reference is made to that certain Registration Rights Agreement, dated as of December 4, 2015, by and between the Company and LSB Funding (as amended, the Registration Rights Agreement). Capitalized terms used and not otherwise defined in this Section 1 shall have the respective meanings ascribed to them in the Registration Rights Agreement.
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Registration Rights Transfer. Pursuant to Section 2.11 of the Registration Rights Agreement, LSB Funding hereby gives notice of its intention to partially transfer (the Registration Rights Transfer), immediately following the effectiveness of this letter agreement, a portion of its rights under the Registration Rights Agreement to cause the Company to register up to 24,803,398 Registrable Securities (the Specified Securities) to SBT Investors LLC (SBT Investors), located at 600 Steamboat Road, Suite 200, Greenwich, Connecticut 06830, in connection with the distribution of such Specified Securities to SBT Investors pursuant to the Distribution in Kind. In connection with the Registration Rights Transfer, LSB Funding and SBT Investors hereby represent and warrant to the Company that (a) the transfer of the Specified Securities to SBT Investors pursuant to the Distribution in Kind would be permitted for a transfer of Securities (as defined in the Securities Purchase Agreement) pursuant to Section 7.05 of the Securities Purchase Agreement, (b) SBT Investors is an Affiliate of LSB Funding and, after the Registration Rights Transfer, will continue to be an Affiliate of LSB Funding, and (c) the Distribution in Kind is being made in compliance with all applicable securities laws. LSB Funding further represents that it is not relieved of any obligation or liabilities under the Registration Rights Agreement arising out of events occurring prior to the Registration Rights Transfer. By signature of its authorized representative below, SBT Investors hereby assumes responsibility for the portion of the obligations of LSB Funding under the Registration Rights Agreement related to the Specified Securities. For the avoidance of doubt, LSB Funding shall remain entitled to all rights under the Registration Rights Agreement with respect to Registrable Securities other than the Specified Securities.