Exhibit 99.4
LOCK-UP AGREEMENT
THIS AGREEMENT made as of and dated for reference the 16th day of October,
1997
AMONG:
The undersigned shareholders of FLOTEK INDUSTRIES INC.
(hereinafter called the "Undesigned")
AND:
FLOTEK INDUSTRIES,, an Alberta corporation having an office and place of
business at 0000 Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx X.X.X., 00000.
(hereinafter called the "Company")
AND:
XXXX, X.X., a Texas limited partnership having an office and place of
business at 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx X.X.X. 00000
(the "Lender")
WITNESS THAT WHEREAS:
A. The Company has requested and the Lender has agreed to provide the
Borrower with a secured non-revolving loan (the "Loan") in the aggregate
principal amount of $750,000 (U.S. funds) on the terms and conditions set
forth in that certain loan agreement (the "Loan Agreement") dated October 16,
1997 between the Company and the Lender;
B. The Lender has required, as a condition precedent to providing the Loan,
that the Undersigned, as significant shareholders of the Company, agree not
to dispose of any of their shares in the capital of the Company for a period
of one year next following the date of this Agreement;
C. The Undersigned collectively have a significant interest in the Company
by virtue of their shareholdings and are of the view that the Loan is in the
best interests of the Company;
THEREFORE, in consideration of the premises and the sum of $10 now paid by
the Company and the Lender to each of the Undersigned (receipt and
sufficiency whereof is hereby acknowledged by each of the Undersigned), the
Undersigned represent and warrant to and covenant and agree with the Company
and the Lender as follows:
1. All of the shares (collectively the "Shares") in the capital of the
Company legally and/or beneficially owned or controlled, directly or
indirectly, by the Undersigned as set forth opposite their respective
names at the end of the Agreement.
2. The Undersigned will not, for a period of one year next following the
date of the Agreement, in any manner whatsoever, directly or indirectly,
sell, assign, transfer, option, pledge, mortgage or otherwise deal with
any of the Shares or any legal or beneficial interest in any of the
Shares without the prior written consent of the Lender, except:
a. as may be required by reason of the death or bankruptcy of any one
or more of the Undersigned, and in any such instance of death or
bankruptcy, the person or persons acquiring any interest in the Shares
so passing shall acquire the same subject to this Agreement; and
b. the Undersigned shall be entitled to trade up to 100,000 of the
Shares for the purpose of maintaining an orderly market.
3. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
4. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and each of their personal representatives, successors
and permitted assigns.
5. This Agreement may be executed in counterparts and all copies hereof so
executed shall together constitute one original agreement and shall be
read together and construed as if all the signing parties hereto had
executed one copy of the Agreement.
IN WITNESS WHEREOF, the Undersigned, the Company and the Lender have executed
these presents as of the day and year first above written.
FLOTEK INDUSTRIES INC.
Per:
/s/ Xxxxxxx X. Xxxxxx
Authorized Signatory
XXXX, X.X. by its General Partner
XXXXXX PROPERTY CORP.
Per:
/s/ X. X. Xxxxxxx, Xx.
Authorized Signatory
NAME OF SHAREHOLDER
NO. OF
SHARES
SIGNATURE OF SHAREHOLDER
OR AUTHORIZED SIGNATORY
Camuri Holdings LLP
4,375,452
Per: /s/ [illegible]
Authorized Signatory
Xxxxxx Xxxxxxxxx
87,000
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
(Name - Please Print)
(Name - Please Print)
(Name - Please Print)
This is page 3 of a Lock-Up Agreement made as of October 16, 1997 among those
shareholders of Flotek Industries Inc. whose names appear above, Flotek
Industries Inc. and XXXX, X.X.
