EX-99 3 0003.txt EXHIBIT IV EXHIBIT IV MARLIN INVESTORS, L.L.C. 1000 Louisiana, Suite 4900 Houston, Texas 77002 September 14, 1997 Adam Weiss Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, NY 10172 RE: FLOTEK FEE SHARES Dear Adam: In connection with the proposed investment by Marlin Investors, L.L.C., a Delaware limited liability company ("Marlin"), in Flotek Industries, Inc., an Alberta corporation listed on the Vancouver Stock Exchange ("Flotek"), you would be entitled to a finders fee from Flotek in the form of 233,333 shares of Common Stock of Flotek (the "Fee Shares"). You have agreed to waive your right to the Fee Shares in favor of Marlin, for which you will receive no consideration. Any investment by you in Marlin will be on the same terms as those offered to other investors. Due to certain restrictions imposed by Canadian securities laws and the policies of the Vancouver Stock Exchange, Flotek has informed us that it will not be able to issue the Fee Shares directly to Marlin. The Fee Shares must by issued to you, and may not be transferred on the books of Flotek until September 14, 1998 (one year after the date as of which the investment by Marlin is to be made). Therefore, in order to both effect your intention to waive your right to the Fee Shares in favor of Marlin and comply with the Canadian laws and Vancouver Stock Exchange policies noted above, you agree to deliver the Fee Shares to Marlin immediately after you receive them from Flotek, together with a fully executed stock power in favor of Marlin. After September 14, 1998, Marlin will cause the transfer of the Fee Shares to Marlin to be registered on the books of Flotek. Page 20 of 94 Pages If the foregoing accurately represents your understanding of our agreement, please sign this letter in the space provided below. Very truly yours, /s/ WILLIAM R. ZIEGLER ---------------------- William R. Ziegler, Managing Member AGREED: /s/ ADAM WEISS --------------- Adam Weiss Page 21 of 94 Pages