Quantities of Product sold and Delivered shall be determined at the time of each Delivery by the Independent Inspector gauging of SELLER’s Product issuing tanks before and after Delivery.

“(e) Flotek shall order Terpene Product on a monthly basis, at the same or similar volume every month, to ensure that the Minimum Quantity is met and evenly distributed in every Year of the Term. For Year ​, Flotek shall order Terpene Product every month beginning in May, at the same or similar volume every month, to ensure that the Minimum Quantity is met and evenly distributed in such Year.”

The definition “Minimum Quantity” is deleted and replaced with, “‘Minimum Quantity’ means ​ pounds of Terpene Product in Year ​ and ​ pounds of Terpene Product per Year in Years 2021, 2022 and 2023.”

In order to receive 100% of the earned rebates, ​ shall meet the Total Annual Minimums for both: # the sum of the Minimum Quarterly Revenue at the Transfer Price of ​29; and # the Minimum Quantity of ​30 Test Kits of ​31 Kits, which in the case of ​32, is greater than the sum of the quarterly Minimum Quantities of ​33 Test Kits.

Rollover Quantities Applied to Monthly Minimum. If the quantity of Products ordered by ​ in any month of the Term exceeds the amount associated with such month’s Monthly Minimum, then the amount such excess quantity of Products shall be credited towards the following month’s Monthly Minimum.

Court Order. Notwithstanding any contrary provision in this Agreement, the Escrow Agent shall disburse the Escrow Funds (or any portion thereof) in accordance with a notice from either ​ or Seller confirming to the Escrow Agent that accompanying the notice is a court order, along with a copy of the order and a written certification by the prevailing party attesting that such court order is final and non-appealable along with written instructions for payment to the relevant parties from an authorized Representative of the instructing party, pursuant to which the court has determined whether and to what extent ​ or Seller are entitled to the Escrow Funds (or any portion thereof), upon which certification and instructions the Escrow Agent may conclusively rely and shall have no responsibility to review the order to which such confirmation and instruction refers.

Confirmation Order. A final, nonappealable Confirmation Order shall have been entered and is not subject to any stay, and, unless waived by ​, the time to appeal the Confirmation Order or to seek review, rehearing, or certiorari with respect to the Confirmation Order must have expired, no appeal or petition for review, rehearing or certiorari with respect to the provisions of the Confirmation Order may be pending, and the Confirmation Order must otherwise be in full force and effect;

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.

Final Order. This Confirmation Order is a Final Order and the period in which an appeal must be filed shall commence upon the entry hereof.

Purchase Orders. ​ shall furnish to ​ a purchase order in the form of [Exhibit 2.1] attached hereto (each, a "Purchase Order") for the quantity of the Products which ​ shall purchase, and ​ shall deliver in accordance with the Purchase Order and this Agreement. ​ shall acknowledge receipt of such Purchase Order and acceptance thereof as soon as practicable after ​ receives a Purchase Order. The ​ retains the right to accept or reject any Purchase Order at its sole discretion. Upon acceptance by ​, each such Purchase Order shall be binding on all parties. Each such Purchase Order shall designate the quantity of the Products ordered and payment terms. In the event of a conflict between this Agreement and a Purchase Order, this Agreement governs.