GUARANTEE AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of Prospect Capital Corporation, as Administrative Agent Dated as of August 6, 2007Guarantee and Collateral Agreement • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 6, 2007, is made by Deep Down, Inc., a Nevada corporation (the "Borrower"), and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, together with any other Person that becomes a party hereto from time to time after the date hereof, the "Grantors"), in favor of Prospect Capital Corporation, a Maryland corporation, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement, dated as of August 6, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lenders, the Administrative Agent, and the other agents party thereto.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED IN...Warrant Agreement • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
THIS CERTIFIES THAT, for value received, Prospect Capital Corporation, a Maryland corporation ("Lender"), or its registered and permitted assigns, is entitled, at any time and from time to time prior to the Expiration Date (as hereinafter defined), to purchase from Deep Down, Inc., a Nevada corporation (the "Company"), an aggregate of Four Million Nine Hundred Sixty Thousand Five Hundred Eighty Five (4,960,585) shares ("Warrant Grant") of common stock, par value $0.001 per share, of the Company (the "Shares"), in whole or in part, at a purchase price of $0.507 per Share (the "Exercise Price" as agreed to and effective May 25, 2007 which reflects the market price of the Company Shares at the close of the trading day), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas
This Agreement and Plan of Reorganization ("Agreement") is made and entered into as of this day of March 2007 by and among Deep Down, Inc., a Nevada corporation (the "Buyer"), ElectroWave (USA), Inc., a Nevada corporation ("Merger Sub"), ElectroWave (USA) Inc., a Texas corporation (the "Settee), Pinemont IV, Martin L. Kershman and Ronald W. Nance (individually a "Shareholder" and collectively the "Shareholders").
CREDIT AGREEMENT Dated as of August 6, 2007 by and among DEEP DOWN, INC., as Borrower, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and PROSPECT CAPITAL CORPORATION, as AgentCredit Agreement • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
Credit Agreement, dated as of August 6, 2007 and made effective as of the Effective Date (as hereinafter defined), by and among Deep Down, Inc., a Nevada corporation ("Deep Down" or "Borrower"), the financial institutions from time to time party hereto (each a "Lender" and collectively, the "Lenders") and Prospect Capital Corporation, a Maryland corporation ("Prospect"), as agent for the Lenders (in such capacity, the "Agent").
AGREEMENT AND PLAN OF REORGANIZATION among MEDIQUIP HOLDINGS, INC. DEEP DOWN, INC. and THE MAJORITY SHAREHOLDERS OF DEEP DOWN, INC. Dated as of November 22, 2006Agreement and Plan of Reorganization • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Delaware
AGREEMENT AND PLAN OF REORGANIZATION dated as of November 22, 2006 (this “Agreement”) among MEDIQUIP HOLDINGS, INC., a Nevada corporation (“MediQuip”), DEEP DOWN, INC., a Delaware corporation (formerly SubSea Acquisition Corporation, a Texas corporation ) (“Deep Down”) and the undersigned majority securityholders of Deep Down (collectively, the “Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of August 6, 2007, among Deep Down, Inc., a Nevada corporation (the "Company"), and Prospect Capital Corporation, a Maryland corporation ("Holder").
