Koil Energy Solutions Inc. (KLNG)

[sweetpepperjam]

SECTION 6.12. Public Announcements. The initial press release relating to this Agreement shall be a joint press release the text of which has been agreed to by each of MediQuip and Deep Down.


SECTION 6.08. Reorganization of Deep Down .. As soon as practicable, but in no event more than 15 days after the execution of this Agreement Shareholder shall cause SubSea Acquisition Corporation, a Texas corporation, (“SubSea”) to acquire all the issued and outstanding capital stock of Deep Down, Inc., a Delaware corporation, for equity securities of SubSea substantially on the terms set out in the agreement executed by and among SubSea, Deep Down and their respective shareholders. At or about the time of the consummation of the acquisition of Deep Down by SubSea, Shareholder shall cause SubSea to acquire all the issued and outstanding capital stock of Strategic Offshore Services Corporation, a Texas corporation (“SOS”), for equity securities of SubSea substantially on the terms set out in the agreement executed by and among SubSea, SOS and their respective shareholders. Following the consummation of the acquisition of Deep Down by SubSea and the acquisition of SOS by SubSea, SubSea and SOS shall merge with and into Deep Down with Deep Down as the survivor of the merger as a Delaware corporation. The merger shall be consummated substantially on the terms set out in the Agreement and Plan of Merger attached as Exhibit D. The surviving Delaware corporation and the majority shareholders of the surviving Delaware corporation are the parties to this Agreement