April 1, 2005
EXHIBIT
10.5
April
1,
2005
Xx.
Xxxxxx X. Xxxxx
0000
Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Xx.
Xxxxx
X. Xxxxx
0000
Xxxxx Xxxxxxxxx Xxxx
Xxxxxx,
XX 00000
Gentlemen:
The
purpose of this letter agreement is to set forth our agreement as
follows:
| 1. |
On
the date hereof, Flotek Industries, Inc. (“Flotek”) has paid to Xxxxxx X.
Xxxxx (“Xxxxx”) $225,511.20.
|
| 2. |
On
the date hereof, Flotek has paid Xxxxx X. Xxxxx (“Xxxxx”) $4,062.67 and
deliveed to Xxxxx a promissory note in the original principal amount
of
$128,721.65.
|
| 3. |
The
performance by Flotek of its obligations pursuant to Sections 1 and
2 of
this letter agreement shall constitute full performance of the obligations
by Flotek and Chemical & Equipment Specialties, Inc. (“CESI”) of their
obligations to Stimulation Chemicals, LLC (“StimChem”) and its members and
affiliates in connection with the transactions entered into pursuant
to
(i) that certain agreement between CESI and StimChem dated January
30,
2003 (the “January Agreement”), and (ii) that certain agreement between
CESI and StimChem dated August 25, 2003 (the “August
Agreement”).
|
| 4. |
The
January Agreement and the August Agreement have been and are hereby
terminated.
|
| 5. |
Flotek
and CESI hereby release each of Xxxxx, Xxxxx and StimChem, and the
affiliates, managers, officers and representatives of StimChem, from
any
and all claims, liabilities, obligations, and causes of action whatsoever,
known or unknown, including but not limited to obligations arising
pursuant to (i) the January Agreement, (ii) the August Agreement,
and/or
(iii) previous negotiations or undertakings with respect to the
same.
|
Xx.
Xxxxxx X. Xxxxx
Xx.
Xxxxx
X. Xxxxx
April
1,
2005
Page
2
| 6. |
Xxxxx,
Xxxxx and StimChem hereby release each of Flotek and CESI, and their
affiliates, and their respective directors, managers, officers and
representatives, from any and all claims, liabilities, obligations
and
causes of action whatsoever, known or unknown, including but not
limited
to obligations arising pursuant to (i) the January Agreement, (ii)
the
August Agreement, and/or (iii) previous negotiations or undertakings
with
respect to the same.
|
| 7. |
An
“affiliate” of a person shall be any person controlling, controlled by, or
under common control with, that person. Each person who has released
a
claim hereunder on behalf of any of its affiliates shall indemnify
the
released party with respect to any claim asserted by its affiliate
which
is purported to be released hereunder.
|
If
the
foregoing sets forth the terms of our agreement, please execute this letter
where indicated below in order to establish a binding agreement under the
laws
of the State of Texas.
| Sincerely, | ||
| FLOTEK INDUSTRIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx, Xx. | |
|
Xxxxx X. Xxxxx, Xx., Chief Executive Officer |
||
| CHEMICAL & EQUIPMENT SPECIALTIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx, Xx. | |
|
Xxxxx X. Xxxxx, Xx., Chief Executive Officer |
||
Xx.
Xxxxxx X. Xxxxx
Xx.
Xxxxx
X. Xxxxx
April
1,
2005
Page
3
ACCEPTED
AND AGREED TO:
/s/
Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx
/s/
Xxxxx X. Xxxxx
Xxxxx
X.
Xxxxx
STIMULATION
CHEMICALS, LLC
