Consent. Notwithstanding any provision to the contrary in [Sections 7.4 or 7.6]6] of the Loan Agreement, Bank hereby consents to Borrower’s consummation of the SkyCross Asset Purchase.

Consent. Pursuant to [Section 2.09] of the Credit Agreement and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Administrative Agent and the Lenders signatory hereto hereby consent to the Termination Date Extension and agree that the definition of “Termination Date” in [Section 1.01] of the Credit Agreement is hereby amended to delete the reference to “June 5, 2019” and insert a reference to “June 5, 2020” in lieu thereof. The Borrowers hereby agree that this Agreement constitutes one of the two permitted requests for a Termination Date extension under [Section 2.09] of the Credit Agreement.

Consent. Lender hereby consents to the issuance of the Forbearance Warrant, notwithstanding any prohibition on the issuance of equity interests of Borrower contained in the Loan Documents.

Manager’s Continued Use of FCC Spectrum. Manager shall use such Operating Equipment to operate on the FCC Spectrum and will remain in de facto control of such FCC Spectrum at all times. In order to ensure compliance with the FCC rules and regulations, including the Communication Act of 1934, as amended (the “FCC Laws”), regarding such FCC Spectrum, the Parties agree to the following:

any item of real or personal, tangible or intangible, property (including Licenses issued by the FCC and any applicable PUC) to the extent and only for so long as the creation, attachment or perfection of the security interest granted herein by any Grantor in its right, title and interest in such item of property is prohibited by applicable Law or is permitted only with the consent (that has not been obtained) of a Governmental Authority (including the FCC and any applicable PUC);

“(c) FCC shall invoice Flotek for Terpene Product at the time of shipment. Payment of FCC invoices shall be due within forty-five (45) days of the respective invoice date.”

The definition “Terpene Cost” is deleted and replaced with, “‘Terpene Cost’ means the cost per pound to FCC of the raw materials incorporated by FCC into Terpene Product, in the month prior to FCC’s shipment of such Terpene Product to Flotek, computed based on the methodology used by FCC to account for its inventory (e.g. LIFO, FIFO) (provided that such method is in accordance with Generally Accepted Accounting Principles, consistently applied), plus a deemed allocation of other manufacturing costs of FCC of ​ per pound.”

Landlord's Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Governmental Consent. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

Notification of Violation. Manager will promptly notify Purchaser in writing within two (2) business days of the occurrence of any event or the initiation of any litigation, investigation, proceeding or inquiry by the FCC or any governmental body which could reasonably be expected to have a material impact or result in a material change to the ownership or operation of the FCC Spectrum which affects the provision of services on any of the Operating Systems. In the event that the FCC or other governmental body initiates an investigation or inquiry concerning Purchaser or Manager in connection with this Agreement or any of the performances rendered hereunder, Purchaser and Manager agrees to cooperate with the FCC, or other governmental body.