GUARANTEE AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of Prospect Capital Corporation, as Administrative Agent Dated as of August 6, 2007Guarantee and Collateral Agreement • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 6, 2007, is made by Deep Down, Inc., a Nevada corporation (the "Borrower"), and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, together with any other Person that becomes a party hereto from time to time after the date hereof, the "Grantors"), in favor of Prospect Capital Corporation, a Maryland corporation, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement, dated as of August 6, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lenders, the Administrative Agent, and the other agents party thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Employment Agreement (this "Agreement") is entered into as of May 11, 2016, but is effective for all purposes as of January 1, 2016 (the "Effective Date"), by and among Deep Down, Inc., a Nevada corporation (the "Company") and Eugene L. Butler (the "Executive").
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN...Warrant Agreement • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
THIS CERTIFIES THAT, for value received, Prospect Capital Corporation, a Maryland corporation ("Lender"), or its registered and permitted assigns, is entitled, at any time and from time to time prior to the Expiration Date (as hereinafter defined), to purchase from Deep Down, Inc., a Nevada corporation (the "Company"), an aggregate of Four Million Nine Hundred Sixty Thousand Five Hundred Eighty Five (4,960,585) shares ("Warrant Grant") of common stock, par value $0.001 per share, of the Company (the "Shares"), in whole or in part, at a purchase price of $0.507 per Share (the "Exercise Price" as agreed to and effective May 25, 2007 which reflects the market price of the Company Shares at the close of the trading day), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
Exhibit 4.1 CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement") made as of April 20, 2001, by and between Burkshire Capital Group, Directors David Cawthon and James Stephens, 13907 Montfort Drive #1222, Dallas, Texas 75240...Consulting Agreement • April 15th, 2002 • True Health Inc • Pharmaceutical preparations • Texas
STOCK PURCHASE AGREEMENT by and among DEEP DOWN, INC., CUMING CORPORATION And THE SELLING STOCKHOLDERS Dated as of May 3, 2010Stock Purchase Agreement • May 6th, 2010 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This STOCK PURCHASE AGREEMENT, dated May 3, 2010 (the “Agreement”), by and among Deep Down, Inc., a corporation existing under the laws of Nevada (“Purchaser”), Cuming Corporation, a corporation existing under the laws of Massachusetts (the “Company”), and the stockholders of the Company listed on the signature pages hereof under the heading “Selling Stockholders” (collectively, the “Selling Stockholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2013 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of September 9, 2013, between Deep Down, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of June 5, 2008 by and between Flotation Technologies, Inc., a Maine corporation (the “Company”), and David A. Capotosto (“Executive”).
ContractCommon Stock Purchase Warrant • June 9th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
DEEP DOWN, INC. PURCHASE AGREEMENTPurchase Agreement • June 9th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of June, 2008, by and between Deep Down, Inc. (the “Company”), a corporation organized under the laws of the State of Nevada, with its principal offices at 15472 East Freeway, Channelview, Texas 77530, and each purchaser whose name and address is set forth on the signature pages hereof (individually, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED CREDIT AGREEMENT between DEEP DOWN, INC. as Borrower and WHITNEY NATIONAL BANK as LenderCredit Agreement • April 15th, 2010 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 11, 2008, and amended and restated through April 14, 2010, between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”).
ContractWarrant Agreement • April 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Nevada
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD. OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
RE TERM NOTERe Term Note • April 15th, 2010 • Deep Down, Inc. • Oil & gas field machinery & equipment
This note has been executed and delivered under, and is subject to the terms of, the Amended and Restated Credit Agreement dated as of November 11, 2008 and amended and restated through April 14, 2010 (as amended, supplemented or restated, the “Credit Agreement”), between Borrower and Lender, and is the “RE Term Note” referred to in the Credit Agreement. Unless defined in this note, or the context requires otherwise, capitalized terms used in this note have the meanings given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of rights, payment of attorneys’ fees, court costs and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due under this note, and security for the payment of this note. This
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 13, 2009, between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”). Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
May 6, 2008Placement Agent Agreement • August 15th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
This letter agreement (including without limitation the Exhibits attached hereto, this "Agreement") will confirm the understanding and agreement between Deep Down, Inc. (the "Company") and Dahlman Rose & Co., LLC ("Dahlman Rose" or "Placement Agent") as follows:
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Consulting Agreement (the "Agreement") is made this 6th day of August, 2007, between Deep Down, Inc., located at 15473 East Freeway, Channelview, Texas 77530 (the "Company") and Strategic Capital Services, Inc., located at 16810 Bending Creek, Friendswood, Texas 77546 (the "Consultant").
WAIVERWaiver • May 18th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS WAIVER (this “Waiver”) is entered into as of May 10, 2011 and effective as of March 31, 2011 (the “Effective Date”), between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”). Capitalized terms used but not defined in this Waiver have the meanings given them in the Credit Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Employment Agreement (the "Agreement") is made this 6th day of August, 2007, between Deep Down, Inc., located at 15473 East Freeway, Channelview, Texas 77530 (the "Company") and Ronald E. Smith located at 3010 S Island Dr., Seabrook, TX 77586 (the "Employee").
TRANSITION AGREEMENTTransition Agreement • August 15th, 2019 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Transition Agreement (the “Agreement”) is entered by and between Deep Down, Inc., a Nevada corporation (“Deep Down”) and Ronald E. Smith (“Smith”) on August 15, 2019, to be effective as of September 1, 2019. Deep Down and Smith are sometimes collectively referred to as “Parties” or singularly as a “Party.”
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 15th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 9, 2011, among DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY BANK, a Louisiana state chartered bank (the “Lender”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2024 • Koil Energy Solutions, Inc. • Oil & gas field machinery & equipment • Texas
This Employment Agreement (this “Agreement”) is entered into on March 6, 2024, with an effective date of April 1, 2024 (the “Effective Date”), by and between the Company, as defined herein, and Erik Wiik (the “Executive”).
ContractChief Financial Officer Employment Agreement • July 27th, 2018 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Chief Financial Officer Employment Release Agreement (this "Agreement") is entered into as of July 27, 2018 (the "Effective Date"), by and among the Company, as defined herein, and Charles Njuguna (the "Executive").
JOINDER AGREEMENT (Guaranty) February 13, 2009Guaranty • March 16th, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 8th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • Delaware
This Amendment No. 1 to Management Services Agreement (this “Amendment”) is made on March 3, 2011 and is effective as of March 1, 2011, by and between Cuming Flotation Technologies, LLC, a Delaware limited liability company (“OPCO”) and Deep Down, Inc., a Nevada corporation (“Deep Down”). OPCO and Deep Down are referred to herein collectively as “Parties” and each individually as a “Party”.
LOAN AGREEMENTLoan Agreement • March 16th, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment • Maine
THIS LOAN AGREEMENT is dated this 13th day of February, 2009, by and among Flotation Technologies, Inc., a Maine corporation having its principal place of business at Biddeford, Maine, and a mailing address of 20 Morin Street, Biddeford, Maine 04005, (hereinafter called "Borrower" or "Debtor"); Deep Down Inc., (hereinafter called "Parent Company"), and TD BANK, N.A. a corporation organized under the laws of the United States of America with a place of business at One Portland Square, Portland, Maine, and a mailing address of P.O. Box 9540, Portland, Maine 04112-9540 (hereinafter called "Lender" or the "Bank").
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 8th, 2010 • Deep Down, Inc. • Oil & gas field machinery & equipment
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 15th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 14, 2011, among DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVERCredit Agreement • March 31st, 2015 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”) is entered into as of March 30, 2015, but is effective for all purposes as of December 31, 2014 (the “Effective Date”), between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY BANK, a Mississippi state chartered bank (the “Lender”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 2nd, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of the 22nd day of May, 2009 (the "Effective Date"), between JUMA Properties, LLC, a Texas limited liability company ("Seller") and Deep Down, Inc., a Nevada corporation ("Purchaser").
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 22nd, 2015 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 19, 2015, but effective for all purposes as of June 30, 2015 (the “Eighth Amendment Effective Date”), between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY BANK, a Mississippi state chartered bank (the “Lender”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Credit Agreement (defined below).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 5th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”), dated as of December 31, 2010 and to be effective as of January 1, 2011 (“Effective Date”), is entered into by and between Cuming Flotation Technologies, LLC, a Delaware limited liability company (“OPCO”), and Deep Down, Inc., a Nevada corporation (“Deep Down”). OPCO and Deep Down are referred to herein collectively as “Parties” and each individually as a “Party”.
EMPLOYMENT AGREEMENT AMENDMENTChief Financial Officer Employment Agreement • September 24th, 2019 • Deep Down, Inc. • Oil & gas field machinery & equipment
This Amendment to that certain Chief Financial Officer Employment Agreement (the “Amendment”) is made by and between Deep Down, Inc. (the “Company”) and Charles Njuguna (the “Executive”) as of the Effective Date.
FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2007 AMONG DEEP DOWN, INC., AS BORROWER, PROSPECT CAPITAL CORPORATION, AS AGENT, AND PROSPECT CAPITAL CORPORATION, AS LENDERCredit Agreement • April 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Nevada
This FIRST AMENDMENT to Credit Agreement (this "First Amendment") dated as of December 21, 2007 and effective as of the First Amendment Effective Date (as defined below), is entered into by and among Deep Down, Inc., a Nevada corporation, as borrower (the "Borrower"), each of the lenders that is a signatory hereto (the "Lenders") and Prospect Capital Corporation, a Maryland corporation, as agent for the Lenders (the "Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2013 • Deep Down, Inc. • Oil & gas field machinery & equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 9, 2013, between Deep Down, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 2010 • Deep Down, Inc. • Oil & gas field machinery & equipment
This Amendment No. 1 to the Stock Purchase Agreement (“Amendment”) is made and entered effective as of June 30, 2010 by and among Deep Down, Inc., a corporation existing under the laws of Nevada (“Purchaser”), Cuming Corporation, a corporation existing under the laws of Massachusetts (the “Company”), and the stockholders of the Company listed on the signature pages hereof under the heading “Selling Stockholders” (collectively, the “Selling Stockholders”). All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement (as defined below).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 15th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Stock Repurchase Agreement (this “Agreement”) is entered into as of this 9th day of June, 2011, by and between Deep Down, Inc., a Nevada corporation (the “Company”), and Whitney Bank, a Louisiana state chartered bank (the “Stockholder”).
