FLOTEK INDUSTRIES INC/CN/

3.05 Consideration Allocation. Seller and Buyer shall allocate the Consideration and any other items that are treated as additional consideration for Tax purposes paid by Buyer to Seller among the asset classes set forth on IRS Form 8594 (Asset Acquisition Statement Under Section 1060) in accordance with applicable Tax Laws (the “Allocation Principles”). Within 60 days after the Closing Date, Seller will deliver to Buyer a draft allocation of the Consideration allocation and any other items that are treated as additional consideration for Tax purposes among such asset classes, which draft allocation will be prepared in accordance with the terms hereof and the Allocation Principles (the “Allocation”). Buyer will have the right to review such Allocation and will

xviii notify Seller in writing of any objections within 30 days after receipt of such Allocation. The Parties will cooperate in good faith to reach agreement on the disputed items or amounts, if any. If the Parties are unable to reach an agreement regarding the Allocation, then within 30 days following receipt by Buyer of Seller’s written objections, any disagreement will be resolved by the office of EY LLP, or, if such Person is not willing or able to serve in such capacity, then another impartial nationally recognized firm of independent certified public accountants other than Seller’s accountants or Buyer’s accountants (the “Independent Accountant”), whose involvement will be limited solely to disputed items. Any Allocation determined pursuant to the decision of the Independent Accountant will incorporate, reflect and be consistent with the Allocation Principles. The Allocation, as prepared by Seller if no timely written objection by Buyer has been given, as adjusted pursuant to any agreement between the Parties, or as determined by the Independent Accountant, (the “Final Allocation”) will be final and binding on the Parties. Any fees and expenses of the Independent Accountant will be borne equally by Seller, on the one hand, and Buyer, on the other hand. Buyer and Seller will each file and, as applicable, will cause their relevant Affiliates to file, IRS Form 8594 and any other comparable forms required under applicable Tax Laws and all federal, state and local Tax Returns, in accordance with the Final Allocation unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code. Buyer and Seller each agrees that it will not take, nor permit any of its Affiliates to take, any Tax position that is inconsistent with the Final Allocation in any proceeding before any Governmental Authority (or otherwise).