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”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 5th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Cuming Flotation Technologies, LLC, a Delaware limited liability company (the “LLC”), is dated as of December 31, 2010, by and between Flotation Investor, LLC, a Delaware limited liability company (“Holdings”), Deep Down, Inc., a corporation existing under the laws of Nevada (“DPDW”) and Flotation Technologies Inc. (“Flotec”).
CONTRACT ASSIGNMENT AND AMENDMENT AGREEMENTContract Assignment and Amendment Agreement • January 5th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
This CONTRACT ASSIGNMENT AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2010, by and among DEEP DOWN, INC., a corporation existing under the laws of Nevada (“Assignor”), CUMING FLOTATION TECHNOLOGIES, LLC, a Delaware limited liability company (“Assignee”), CUMING CORPORATION, a corporation existing under the laws of the Commonwealth of Massachusetts (“Cuming”) and the stockholders of Cuming listed on the signature pages hereof under the heading “Selling Stockholders” (collectively, the “Selling Stockholders”). Capitalized terms used herein but not defined shall have the meanings as set forth and defined in the Contribution Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2010, is entered into by and between Deep Down, Inc., a corporation existing under the laws of Nevada (the “Company”) and Flotation Investor, LLC, a Delaware limited liability company (the “Purchaser”).
CONTRIBUTION AGREEMENT by and among DEEP DOWN, INC., FLOTATION TECHNOLOGIES, INC. FLOTATION INVESTOR, LLC and CUMING FLOTATION TECHNOLOGIES, LLC Dated as of December 31, 2010Contribution Agreement • January 5th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 31, 2010, is entered into by and among DEEP DOWN, INC., a corporation existing under the laws of Nevada (“Deep Down”), FLOTATION TECHNOLOGIES, INC., a Maine corporation (“Flotec”), FLOTATION INVESTOR, LLC, a Delaware limited liability company (“Holdings”), and CUMING FLOTATION TECHNOLOGIES, LLC, a Delaware limited liability company (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 5th, 2011 • Deep Down, Inc. • Oil & gas field machinery & equipment
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 31, 2010, among DEEP DOWN, INC., a Nevada corporation (“Borrower”), FLOTATION TECHNOLOGIES, INC., a Maine corporation (“Flotation Technologies”), 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).
