On August 15, 2019, Deep Down, Inc. entered into a transition agreement with Mr. Ronald E. Smith, effective as of September 1, 2019 (the “transition agreement”). The transition agreement provides for Mr. Smith to serve as an independent consultant to the Company from September 1, 2019 through December 31, 2021. On August 15, 2019, Mr. Ronald E. Smith resigned as Chief Executive Officer and as a member of the board of directors (the “Board”) of the Company, effective as of August 31, 2019.

The resignation of Mr. Smith did not involve any disagreement with the Company. In connection with Mr. Smith's resignation, the Board elected Mr. Charles Njuguna to replace Mr. Smith as a member of the Board effective as of September 1, 2019. Also, in connection with Mr. Smith's resignation, the Board appointed Mr. Njuguna, as the Company's Chief Executive Officer, effective September 1, 2019.

Mr. Njuguna has served in different roles with the Company since 2012, most recently serving as Chief Financial Officer. Mr. Njuguna has over 20 years of international business experience, including various operational and financial management roles in Africa, the UK and the US.