This PURCHASE AGREEMENT (this Agreement) is made as of the 10th day of January, 2020, by and between Flotek Industries, Inc., a Delaware corporation (the Company), and John W. Gibson, Jr. (the Purchaser).
WHEREAS, pursuant to Section 3(f) of the Employment Agreement, dated effective as of December 22, 2019, by and between the Company and the Purchaser (the Employment Agreement), the Purchaser has the right to purchase from the Company during the 90 day period following December 22, 2019, up to the lesser of: (i) 0.99% of the number of shares of Company common stock, par value $0.0001 per share (the Common Stock), outstanding immediately before such issuance, and (ii) $500,000 of Common Stock, in each case, at the then current market price of the Common Stock on the date or dates of purchase, as determined by the Compensation Committee of the Board of Directors of the Company (the Board); and
WHEREAS, the Purchaser desires to partially exercise such right and purchase an aggregate of 200,000 shares of Common Stock (the Securities).
IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows:
1. Agreement to Sell and Purchase the Securities. At the Closing (as defined in Section 2), the Company will issue and sell to the Purchaser and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the Securities at a price of $1.69 per share of Common Stock.
2. Delivery of the Securities at the Closing; Termination.
2.1 Closing. Subject to satisfaction or waiver of the conditions set forth herein, the completion of the purchase and sale of the Securities (the Closing) shall occur at the offices of Hunton Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002, on the date hereof (the Closing Date).
2.2 Closing Deliveries. At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Securities being purchased by him hereunder by wire transfer to an account designated by the Company. Upon receipt thereof, the Company shall promptly, and in any event within three (3) business days, deliver to the Purchaser certificates or book entry shares registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the Securities and bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the Securities Act), provided by Section 4(a)(2) thereof and Rule 506 promulgated thereunder.
2.3 Conditions to the Companys Obligations. The Companys obligation to complete the purchase and sale of the Securities and deliver such certificates or book entry shares to the Purchaser at the Closing shall be subject to the following conditions, either of which may be waived in writing by the Company: