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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 18, 2020, Flotek Industries, Inc. (the "Company") and certain sellers (the "Sellers") entered into a Membership Interests Purchase Agreement (the "Purchase Agreement") for the purchase by the Company of all of the ownership interests of JP3 Measurement, LLC ("JP3"), a privately-held data and analytics technology company.
Under the Purchase Agreement, the Company purchased all of the ownership interests of JP3 for a purchase price of $25,000,000 in cash and 11,500,000 newly-issued shares of common stock of the Company (privately placed under Section 4(a)(2) of the Securities Act of 1933, as amended), subject to certain adjustments, and with the assumption of approximately $1,300,000 of debt. The shares of common stock are subject to a lock-up provision until December 31, 2020, as described in the Purchase Agreement. In the event that the common stock of the Company reaches a price of $2.00 per share based on a 10-day volume-weighted average price ("VWAP") within five years of closing, the Company will pay the Sellers $2,500,000, and in the event that the common stock of the Company reaches a price of $3.00 per share based on 10-day VWAP within five years of closing, the Company will pay the Sellers an additional $2,500,000. The additional payments may also be triggered under certain other limited circumstances, as described in the Purchase Agreement. The Purchase Agreement allows the Sellers to nominate one candidate to the Company's board of directors on or before May 31, 2020, with the nominee subject to review by the Company.
The Purchase Agreement contains customary representations, warranties and covenants of the Company and Sellers, and also contains indemnification provisions pursuant to which the Sellers indemnify the Company and its affiliates against losses from breaches of representations, warranties, and other matters. 6,000,000 of the newly-issued shares that are part of the purchase price as described above will remain in escrow, with releases generally at six and 12 months from closing, to support the Sellers' post-closing purchase price adjustment and indemnity obligations.
The transactions contemplated by the Purchase Agreement closed on May 18, 2020, simultaneously with execution of the Purchase Agreement.
This summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.