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Exhibit 10.1




This Indemnification and Contribution Agreement (this “ Agreement ”), dated as of October 7, 2011, is made by and among York Special Opportunities Fund, L.P., a Delaware limited partnership (“ YSOF ”), Flotation Investor, LLC, a Delaware limited liability company (“ FI ”), Deep Down, Inc., a corporation existing under the laws of Nevada (“ DPDW ” and, together with FI, the “ Contributors ”) and Cuming Flotation Technologies, LLC, a Delaware limited liability company (“ CFT ”).  All capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement (as defined below).


WHEREAS , pursuant to that certain Purchase and Sale Agreement (the “ Purchase Agreement ”), dated as of the date hereof, between CFT, Ameriforge Group Inc., a Texas corporation (“ AMFG ”) and Flotation Tech LLC, a Delaware limited liability company (“ Flotec ”), AMFG has acquired all of the issued and outstanding capital stock of Cuming Corporation from CFT and certain assets and properties from Flotec;


WHEREAS , (i) FI owns 80% of the interest in CFT and (ii) DPDW owns 20% of the interest in CFT, (for each Contributor, its “ Member Percentage ”);


WHEREAS , pursuant to the Purchase Agreement, CFT has agreed to certain indemnification obligations in favor of AMFG (the “ Indemnification Obligations ”) which obligations shall first be satisfied from the Escrow Amount in the Escrow Account;


WHEREAS , pursuant to the Limited Guaranty, dated as of the date hereof, by YSOF in favor of AMFG (the “ Guaranty Agreement ”), YSOF has agreed to guaranty certain Indemnification Obligations of CFT under the Purchase Agreement (the “ Guaranty Obligations ”); and


WHEREAS , the Contributors desire to (i) provide certain rights of contribution and indemnification between themselves with respect to indemnification payments made by CFT in excess of the Escrow Amount and (ii) reimburse YSOF and share the Guaranty Obligations, in each case in accordance and commensurate with their Member Percentages.


NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

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