AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
EXHIBIT 10.1
AMENDMENT
NO. 1 TO STOCK PURCHASE AGREEMENT
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).
WHEREAS, on May 3, 2010, the
parties entered into that certain Stock Purchase Agreement (the “Agreement”);
and
WHEREAS, the parties desire to
amend the Agreement in accordance with the terms of this Amendment.
AGREEMENT
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1.
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Amendment. Section
9.1(a) of the Agreement shall be amended by striking “June 30, 2010” and
replacing it with “July 31, 2010.”
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2.
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Counterparts;
Facsimile Signatures. This Amendment may be executed in
any number of counterparts, and each such counterpart hereof shall be
deemed to be an original instrument, but all such counterparts together
shall constitute but one agreement. This amendment may be
executed by facsimile signature.
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3.
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Effectiveness of
Agreement. Except as amended hereby, the Agreement shall
remain in full force and effect in accordance with its
terms.
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[Remainder
of Page Intentionally Left Blank]
Signature
Page Follows
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
| DEEP DOWN, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
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Xxxxxx
X. Xxxxxx, Executive Chairman
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| Cuming Corporation | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx, Chairman | ||
| SELLING STOCKHOLDERS: | ||
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/s/ Xxxx X.
Xxxxxx
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Xxxx
X. Xxxxxx
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| /s/ Xxx X. Xxxxxxxxxx | ||
| Xxxx X. Xxxxxx and Xxx X. Xxxxxxxxxx, Executors for the Estate of Xxxxxxx X. Xxxxxx under will dated March 31, 2003, as amended | ||
