EX-10.1



 Exhibit 10.1 

Execution Copy 

COOPERATION AGREEMENT 

This Cooperation Agreement (this “Agreement”) is made and entered into as of July 17, 2016, by and among CSW Industrials,
Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto (collectively, “Newtyn”) (each of the Company and Newtyn, a “Party” to this Agreement, and collectively,
the “Parties”). 
 RECITALS 

WHEREAS, the Company and Newtyn have engaged in discussions and communications concerning the Company’s business, financial performance
and strategic plans; 
 WHEREAS, Newtyn is deemed to beneficially own shares of common stock of the Company (the “Common
Stock”) totaling, in the aggregate,1,285,609 shares, or approximately 8.2% percent, of the Common Stock of the Company issued and outstanding on the date hereof; 

WHEREAS, Newtyn submitted a nomination letter to the Company on May 10, 2016 (the “Nomination Letter”) nominating
Yevgeny Neginsky as a director candidate to be elected to the Company’s board of directors (the “Board”) at the 2016 annual meeting of stockholders of the Company (the “2016 Annual Meeting”); and 

WHEREAS, the Company and Newtyn have determined to come to an agreement with respect to the election of a member of the Board at the 2016
Annual Meeting, certain matters related to the 2016 Annual Meeting, and the 2017 annual meeting of stockholders of the Company (the “2017 Annual Meeting”) and any other special meeting of stockholders of the Company that may occur
prior to the date of the 2017 Annual Meeting (any such meetings together with the 2016 Annual Meeting and the 2017 Annual Meeting are referred to in this Agreement as the “Stockholder Meetings”) and certain other matters, all as
provided in this Agreement. 
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained
in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows: 

1. Board Matters; Stockholder Meetings. 

(a) Upon the execution of this Agreement, Newtyn hereby irrevocably withdraws its Nomination Letter and Newtyn will not (i) nominate any
person for election at the 2016 Annual Meeting, the 2017 Annual Meeting or any other Stockholder Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, the 2017 Annual Meeting or any
other Stockholder Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting, the 2017 Annual Meeting or any other Stockholder Meeting,
directly or indirectly, and not permit any of its Affiliates or Associates to do any of the items in this Section 1(a). Newtyn will not publicly or privately encourage or support any other stockholder to take any of the actions described in
this Section 1(a). 







 (b) At the 2016 Annual Meeting and at the 2017 Annual Meeting, Newtyn will appear in person or by
proxy and vote all shares of Common Stock beneficially owned by it (i) in favor of the election of the Company’s nominees for election to the Board and (ii) in accordance with the Board’s recommendation with respect to the Company’s
“say-on-pay” proposal. 
 (c) As previously announced on July 6, 2016, the Company intends to commence a search for two additional
independent directors. In connection with that search process, the Company agrees with respect to one of the proposed new directors to consult with Newtyn Management LLC (“NMLLC”), and NMLLC will be permitted to (i) participate in
the development of the position profile and desired attributes of the director candidate; (ii) recommend suitable candidates for consideration by the executive search firm and the Nominating and Corporate Governance Committee of the Board (the
“Nominating Committee”); (iii) review resumes of the final three candidates that the Nominating Committee has identified; (iv) provide input and recommendations to the Nominating Committee regarding the candidates; and (v) by
written notice to the Nominating Committee, exclude from further consideration one of such director candidates as to whom NMLLC reasonably objects. The Nominating Committee will consider any reasonable objections identified by NMLLC with respect to
any other candidates for the one position. Subject to clause (v) above, the Parties agree that the final decision regarding the appointment of any individual to the Board will be at the sole discretion of the Board. 

(d) Within 60 days of the date of this Agreement, the Board will consider in good faith the adoption of a share repurchase program. In
connection with that process, the Board will prepare, with the assistance of its financial advisor, an analysis of intrinsic value of the Company’s common stock. The input of NMLLC will be considered by the Board in the preparation of that
analysis. The Parties agree that the final decision as to whether to establish the program and the repurchase limits thereunder will be in the sole discretion of the Board consistent with its fiduciary duties. 

(e) Newtyn agrees that it will cause its Affiliates and Associates to comply with the terms of this Agreement. As used in this Agreement, the
terms “Affiliate” and “Associate” have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the rules or regulations
promulgated thereunder (the “Exchange Act”) and include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement. 

2. Certain Covenants. 

(a) Newtyn agrees that, from the date of this Agreement until the day following the 2017 Annual Meeting (the “Period”),
neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any manner: 

  
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 (i) engage in any solicitation of proxies or consents or become a “participant” in a
“solicitation” as such terms are defined in Regulation 14A under the Exchange Act of proxies or consents (including, without limitation, any “withhold campaign” or solicitation of consents that improperly seeks to call a special
meeting of stockholders), in each case, with respect to securities of the Company; 
 (ii) form, join or in any way participate in any
“group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a “group” that includes all or some of the persons identified on Exhibit A, but does not include any other
entities or persons not identified on Exhibit A as of the date hereof); provided, however, that nothing in this Agreement limits the ability of an Affiliate of Newtyn to join the “group” following the execution of this Agreement, so
long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement; 
 (iii) deposit any Common Stock in any voting
trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of Newtyn and otherwise in accordance with this
Agreement; 
 (iv) seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the
election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors; 

(v) (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company or (B) make any
offer or proposal (with or without conditions) with respect to a merger, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any other third party in any
such related activity; 
 (vi) seek, alone or in concert with others, representation on the Board; 

(vii) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at
any annual or special meeting of stockholders; or 
 (viii) make any request or submit any proposal to amend the terms of this Agreement
other than through non-public communications with the Company that would not be reasonably determined to require public disclosure obligations for any Party. 

(b) Except as expressly provided in Section 2(a), each member of Newtyn shall be entitled to: 

  
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 (i) vote its or his shares on any other proposal duly brought before the 2016 Annual Meeting, the
2017 Annual Meeting or otherwise vote as each member of Newtyn determines in its or his sole discretion; or 
 (ii) disclose, publicly or
otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor; provided that, as applicable, all such
activity is in compliance with the requirements of this Agreement. 
 3. Representations and Warranties of the Company. 

The Company represents and warrants to Newtyn that (a) the Company has the corporate power and authority to execute this Agreement and to bind
it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its
terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c)
the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company or (ii) result in any breach or violation of
or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination,
amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. 

4. Representations and Warranties of Newtyn. 

Newtyn represents and warrants to the Company that (a) the authorized signatories of Newtyn set forth on the signature page hereto have the
power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it or him thereto, (b) this Agreement has been duly authorized, executed and delivered by Newtyn,
and is a valid and binding obligation of Newtyn, enforceable against Newtyn in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar
laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each
case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of any member of Newtyn as currently in effect, (d) the execution, delivery and performance of this Agreement by
Newtyn does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Newtyn or (ii) result in any breach or violation of or constitute a default (or an event which with


  
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notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination,
amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, and (e) as of the date of this Agreement, (i) Newtyn
is deemed to beneficially own in the aggregate 1,285,609 shares of Common Stock and (ii) Newtyn does not currently have, and does not currently have any right to acquire, any interest in any other securities of the Company (or any rights, options or
other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations
measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether
or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration,
and without regard to any short position under any such contract or arrangement). 
 5. Press Release. 

Promptly following the execution of this Agreement, the Company will publish a press release (the “Press Release”) announcing
certain terms of this Agreement, substantially in the form attached hereto as Exhibit B. Prior to the publication of the Press Release, neither the Company nor Newtyn will publish or make any press release or public announcement
regarding this Agreement without the prior written consent of the other Party. During the Period, neither the Company nor Newtyn will knowingly make any public announcement or statement that is inconsistent with or contrary to the statements
made in the Press Release, except as it determines in good faith is required by law or the rules of any stock exchange or with the prior written consent of the other Party. 

6. Specific Performance. 

Each of Newtyn, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto
would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law
(including the payment of money damages). It is accordingly agreed that Newtyn, on the one hand, and the Company, on the other hand (the “Moving Party”), will each be entitled to specific enforcement of, and injunctive relief to
prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in
equity. This Section 6 is not the exclusive remedy for any violation of this Agreement. 

  
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 7. Expenses. 

The Company shall reimburse Newtyn for its reasonable, documented out-of-pocket legal fees and expenses of its counsel incurred in connection
with the matters related to the 2016 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $50,000 in the aggregate. 

8. Severability. 
 If any
term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full
force and effect and will in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions
without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their respective best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or
restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction. 
 9. Notices. 

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally, (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party), or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such
communications will be: 
 If to the Company: 

CSW Industrials, Inc. 

5420 Lyndon B. Johnson Freeway, Suite 500 

Dallas, Texas 75240 

Attn: Luke E. Alverson 

Telephone: (214) 489-7128 

with a copy (which will not constitute notice) to: 

  
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 Jones Day 

2727 N. Harwood St. 

Dallas, Texas 75201 

Attention:    R. Scott Cohen 

  James E. O’Bannon 

Telephone:  (214) 220-3939 

Facsimile:   (214) 969-5100 

If to Newtyn or any member thereof: 

Newtyn Management LLC 

405 Park Avenue, Suite 1104 

New York, New York 10022 

Attention:     Noah G. Levy 

Telephone:   (212) 446-2460 

Facsimile:    (212) 446-2461 

with a copy (which will not constitute notice) to: 

Olshan Frome Wolosky LLP 

1325 Avenue of the Americas 

New York, New York 10019 

Attention:     Andrew Freedman 

Telephone:   (212) 451-2250 

Facsimile:     (212) 451-2222 

10. Applicable Law. 

This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the
conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any
judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, will be brought and determined exclusively in the Delaware Court of Chancery and any state
appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby
irrevocably submits, with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to
this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of
notice, attachment prior to judgment, 

  
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attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit,
action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. 

11. Counterparts.  
 This
Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by
means of electronic delivery or facsimile). 
 12. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party
Beneficiaries. 
 This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There
are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement may be made except in writing signed by an
authorized representative of each the Company and Newtyn, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of Newtyn to agree to be listed on Exhibit A and be bound by the
terms and conditions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of such right,
power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms
and conditions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party will assign this
Agreement or any rights or obligations hereunder without, with respect to any member of Newtyn, the prior written consent of the Company, and with respect to the Company, the prior written consent of NMLLC. This Agreement is solely for the
benefit of the Parties and is not enforceable by any other persons. 
 13. Mutual Non-Disparagement. 

Subject to applicable law, each of the Parties covenants and agrees that, during the Period, or if earlier, until such time as the other Party
or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors will have breached this Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key
employees or directors, will in any way publicly disparage, call into disrepute, or otherwise defame or slander the other Party or such other Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a
Party or its subsidiaries who no longer serves in such capacity 

  
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following the execution of this Agreement), directors (including any current director of a Party or its subsidiaries who no longer serves in such capacity following the execution of this
Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other Party, its products or services or its subsidiaries,
affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. 

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 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized
signatories of the Parties as of the date hereof. 
  

			
	CSW INDUSTRIALS, INC.
		
	By:	 	 /s/ Joseph B. Armes

	Name:	 	Joseph B. Armes
	Title:	 	Chief Executive Officer
	
	Newtyn Partners, LP
		
	By:	 	Newtyn Management, LLC
		 	Investment Manager
		
	By:	 	 /s/ Noah G. Levy

	Name:	 	Noah G. Levy
	Title:	 	Authorized Signatory
	
	Newtyn TE Partners, LP
		
	By:	 	Newtyn Management, LLC
		 	Investment Manager
		
	By:	 	 /s/ Noah G. Levy

	Name:	 	Noah G. Levy
	Title:	 	Authorized Signatory
	
	Newtyn Management, LLC
		
	By:	 	 /s/ Noah G. Levy

	Name:	 	Noah G. Levy
	Title:	 	Authorized Signatory


 [Signature Page to Agreement] 








			
	Newtyn Capital Partners, LP
		
	By:	 	Ledo Capital, LLC
		 	General Partner
		
	By:	 	 /s/ Noah G. Levy

	Name:	 	Noah G. Levy
	Title:	 	Authorized Signatory
	
	Ledo Capital, LLC
		
	By:	 	 /s/ Noah G. Levy

	Name:	 	Noah G. Levy
	Title:	 	Authorized Signatory
	
	 /s/ Noah G. Levy

	Noah G. Levy


 [Signature Page to Agreement] 







 EXHIBIT A 

Newtyn Partners, LP 
 Newtyn TE
Partners LP 
 Newtyn Management, LLC 

Newtyn Capital Partners, LP 
 Ledo
Capital, LLC 
 Noah Levy