0001193125-08-027949 Sample Contracts

SHARE LENDING AGREEMENT Dated as of February 11, 2008 Among FLOTEK INDUSTRIES, INC. (“Lender”), and BEAR, STEARNS INTERNATIONAL LIMITED (“Borrower”), through BEAR, STEARNS & CO. INC., as agent for Borrower (“Borrowing Agent”).
Share Lending Agreement • February 13th, 2008 • Flotek Industries Inc/Cn/ • Miscellaneous chemical products • New York

This Agreement sets forth the terms and conditions under which Borrower may borrow from Lender shares of its Common Stock.

FLOTEK INDUSTRIES, INC. UNDERWRITING AGREEMENT February 11, 2008
Underwriting Agreement • February 13th, 2008 • Flotek Industries Inc/Cn/ • Miscellaneous chemical products • New York

Flotek Industries, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Bear, Stearns & Co. Inc. (“Bear Stearns” or the “Underwriter”) $100,000,000 aggregate principal amount (the “Firm Securities”) of its 5.25% Senior Convertible Notes Due 2028 (the “Notes”), and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Securities, at the option of the Underwriter, up to an additional $15,000,000 aggregate principal amount (the “Additional Securities”) of its 5.25% Senior Convertible Notes Due 2028. The Firm Securities and any Additional Securities purchased by the Underwriter, together with the Guarantees (as defined below) are referred to herein as the “Securities”. The Securities will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the subsidiaries of the Company listed in Exhibit A hereto that have signed this Agree

3,800,000 shares of Common Stock (par value $0.0001 per share) FLOTEK INDUSTRIES, INC. UNDERWRITING AGREEMENT February 11, 2008
Underwriting Agreement • February 13th, 2008 • Flotek Industries Inc/Cn/ • Miscellaneous chemical products • New York

Flotek Industries, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), subject to the terms and conditions stated herein and pursuant to the Share Lending Agreement (the “Share Lending Agreement”) dated February 11, 2008 between the Company and Bear, Stearns International Limited (“BSIL”), represented by Bear, Stearns & Co. Inc. as agent for BSIL (in such capacity, the “Agent”), proposes to issue and lend to BSIL as a share loan 3,800,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company. Bear, Stearns & Co. Inc. (“Bear Stearns” or the “Underwriter”) proposes to offer to the public as soon as it deems advisable after this Agreement has been executed and delivered, such number of loaned shares of Common Stock as the Underwriter deems advisable in a fixed price offering (the Common Stock offered in such offering, the “Fixed Price Securities”) and, following such offering, to offer additional loaned shares in a varia