0001019687-08-002596 Sample Contracts

Contract
Common Stock Purchase Warrant • June 9th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Texas

THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

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DEEP DOWN, INC. PURCHASE AGREEMENT
Purchase Agreement • June 9th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of June, 2008, by and between Deep Down, Inc. (the “Company”), a corporation organized under the laws of the State of Nevada, with its principal offices at 15472 East Freeway, Channelview, Texas 77530, and each purchaser whose name and address is set forth on the signature pages hereof (individually, a “Purchaser” and collectively, the “Purchasers”).

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