Summary of CAL DIVE INTERNATIONAL, INC.

Item 1.01 Entry Into a Material Definitive Agreement.

Purchase Agreement

On July 12, 2012, Cal Dive International, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Natixis Securities Americas LLC, Howard Weil Incorporated, Capital One Southcoast, Inc., Banco Bilbao Vizcaya Argentaria, S.A. (collectively, the "Initial Purchasers") and the subsidiary guarantors party thereto, relating to the sale by the Company to the Initial Purchasers of $86,250,000 aggregate principal amount (which includes $11,250,000 aggregate principal amount of the Notes issued pursuant to the Initial Purchasers' exercise in full of their over-allotment option on July 16, 2012) of the Company's 5.00% convertible senior notes due 2017 (the "Notes") for resale to qualified institutional buyers, as defined in, and in reliance on, Rule 144A of the Securities Act of 1933, as amended (the "Securities Act").

The net proceeds from the offering of the Notes were approximately $83 million, after deducting the Initial Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company will use the net proceeds from the offering of the Notes to prepay a portion of the remaining balance on the term loan portion of its senior secured credit facility. Affiliates of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of the other Initial Purchasers are lenders, and in certain cases agents or managers for the lenders, under our senior secured credit facility.

The Purchase Agreement includes customary representations, warranties and covenants by the Company, as well as an agreement by the Company to indemnify the Initial Purchasers against certain liabilities.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.

Indenture

The Notes have been issued pursuant to an indenture, dated as of July 18, 2012 (the "Indenture"), among the Company, the subsidiary guarantors party thereto (the "Subsidiary Guarantors") and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Notes are general unsecured and unsubordinated obligations of the Company, with interest payable semiannually at a rate of 5.00% per annum. The Notes will be, jointly and severally, unconditionally guaranteed by the Subsidiary Guarantors on a senior unsecured basis. The Notes will mature on July 15, 2017, unless earlier converted or purchased by the Company in accordance with their terms. The Notes will be convertible at the option of the holders of the Notes under certain conditions described below and in the Indenture. Upon conversion of the

Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock ("Common Stock") or a combination thereof, at the Company's election. If the Company satisfies its conversion obligation by paying solely cash or by paying and delivering, as the case may be, a combination of cash and Common Stock, the amount of cash and number of shares of Common Stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each VWAP trading day in a consecutive 35 day VWAP trading day observation period (as described in the Indenture).

Prior to the close of business on the business day immediately preceding April 15, 2017, holders may convert their Notes only if one or more of the following conditions has been satisfied:

Х during any calendar quarter (and only during such calendar quarter) commencing after September 30, 2012, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the closing sale price of the Common Stock for such trading day is greater than or equal to 120% of the conversion price for the Notes on such trading day;

Х during the five consecutive business day period immediately following any five consecutive trading day period (the "Measurement Period") in which, for each trading day of such Measurement Period, the trading price per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the closing sale price of the Common Stock on such trading day and the conversion rate for the Notes on such trading day;

Х the Company elects to issue to all or substantially all holders of the Common Stock, for a period of no more than 60 calendar days, rights, options or warrants entitling them to subscribe for shares of Common Stock at a price per share less than the average of the closing sale price of the Common Stock for the preceding ten consecutive day trading period; or distribute to all or substantially all of the holders of Common Stock assets, debt securities or the right to purchase debt securities, which distribution has a per share value 10% in excess of the closing sale price of the Common Stock on the immediately preceding trading day; or

Х upon the occurrence of specified corporate transactions described in the Indenture.

From, and including, April 15, 2017 to, and including, the close of business on . . .