This GUARANTY (this Guaranty), dated as of May 8, 2019, is made by John Chisholm (the Guarantor), in favor and for the benefit of Flotek Industries, Inc., a Delaware corporation (the Company).
Reference is made to the Fifth Amended and Restated Service Agreement, by and among Protechnics II, Inc., a Texas corporation (Protechnics), Chisholm Management, Inc., a Texas corporation (CMI, and together with Protechnics, the Chisholm Companies), and the Company, dated effective as of March 30, 2014, as amended by a letter agreement dated February 13, 2017 (as amended, the Underlying Agreement), pursuant to which the Chisholm Companies agree to indemnify and hold the Company harmless for any and all claims, losses, costs, fees, liabilities, damages or injuries suffered by the Company arising out of the Chisholm Companies or Guarantors failure to properly discharge any and all of its obligations under federal, state or local laws, regulations or orders now or hereafter in effect, relating to taxes, unemployment compensation or insurance, social security, workers compensation, disability pensions and tax withholdings. In consideration of the substantial direct and indirect benefits derived by Guarantor from the Underlying Agreement, Guarantor hereby agrees as follows:
1. Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment and performance of all present and future indemnifications, obligations, liabilities, covenants and agreements required to be observed and performed, paid or reimbursed by the Chisholm Companies under or relating to the Underlying Agreement (collectively, the Obligations).
2. Guaranty Absolute and Unconditional. Guarantor agrees that its Obligations under this Guaranty are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:
(a) Any illegality, invalidity or unenforceability of any Obligation or the Underlying Agreement or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Obligations.
(b) Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission, waiver, release, assignment, amendment or other modification of the Underlying Agreement.
(c) Any default, failure or delay, willful or otherwise, in the performance of the Obligations.
(d) Any change, restructuring or termination of the corporate structure, ownership or existence of the Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Chisholm Companies or their assets or any resulting restructuring, release or discharge of any Obligations.