REGISTRATION RIGHTS AGREEMENT

between

LSB INDUSTRIES, INC.

as Issuer,

and

the Purchasers

Dated as of March 3, 2006

Table of Contents

REGISTRATION RIGHTS AGREEMENT dated as of March 3, 2006 between LSB Industries, Inc., a Delaware corporation (the Company) and the purchasers (the Purchasers) named in Schedule I to the Purchase Agreement dated March 3, 2006 (the Purchase Agreement), between the Company and the Purchasers. In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

The Company agrees with the Purchasers, (i) for their benefit as Purchasers and (ii) for the benefit of the beneficial owners (including the Purchasers) from time to time of the Debentures (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Debentures (each of the foregoing a Holder and together the Holders), as follows:

Section 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

Affiliate means with respect to any specified person, an affiliate, as defined in Rule 144, of such person.

Amendment Effectiveness Deadline Date has the meaning set forth in Section 2(e) hereof.

Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

Common Stock means the shares of common stock, $0.01 par value per share, of the Company and any other shares of common stock as may constitute Common Stock for purposes of the Indenture, including the Underlying Common Stock.

Conversion Price has the meaning assigned such term in the Indenture.

Damages Accrual Period has the meaning set forth in Section 2(g) hereof.

Damages Payment Date means each March 1 and September 1.

Debentures means the 7% Convertible Senior Subordinated Debentures Due 2011 of the Company to be purchased pursuant to the Purchase Agreement.

Deferral Notice has the meaning set forth in Section 3(h) hereof.

Deferral Period has the meaning set forth in Section 3(h) hereof.

Effectiveness Deadline Date has the meaning set forth in Section 2(a) hereof.

Effectiveness Period means the period commencing on the date hereof and ending on the earlier of the date that all Registrable Securities have ceased to be Registrable Securities and March 14, 2009.

Event has the meaning set forth in Section 2(g) hereof.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Filing Deadline Date has the meaning set forth in Section 2(a) hereof.

Holder has the meaning set forth in the second paragraph of this Agreement.

Indenture means the Indenture, dated as of March 3, 2006, between the Company and UMB Bank, n.a., as trustee, pursuant to which the Debentures are being issued.

Purchasers has the meaning set forth in the preamble hereof.

Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

Issue Date means March 14, 2006.

Liquidated Damages Amount has the meaning set forth in Section 2(g) hereof.

Material Event has the meaning set forth in Section 3(h) hereof.

Notice and Questionnaire means a written notice delivered to the Company containing the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex C to the Offering Memorandum of the Company dated February 24, 2006 relating to the Debentures.

Notice Holder means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

Other Registration Rights means the rights of third parties to require the Company to register the sale of securities of the Company under the agreements described on Schedule II.

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