0001019687-08-003731 Sample Contracts

May 6, 2008
Placement Agent Agreement • August 15th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • New York

This letter agreement (including without limitation the Exhibits attached hereto, this "Agreement") will confirm the understanding and agreement between Deep Down, Inc. (the "Company") and Dahlman Rose & Co., LLC ("Dahlman Rose" or "Placement Agent") as follows:

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LEASE AMENDMENT AND EXTENSION AGREEMENT
Lease Amendment and Extension Agreement • August 15th, 2008 • Deep Down, Inc. • Oil & gas field machinery & equipment • Delaware

In reference to the lease dated September 1, 2006 (hereinafter referred to as the "Lease"), signed by Deep Down, Inc., a Delaware corporation (hereinafter referred to as the "Tenant") and JUMA, L.L.C. (hereinafter referred to as the "Landlord"), the Tenant leases the Leased Premises from the Landlord.

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