0001019687-09-004147 Sample Contracts

WAIVER AGREEMENT
Waiver Agreement • November 16th, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment

THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of September 10, 2009, and effective as of September 1, 2009 between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”). Capitalized terms used but not defined in this Waiver have the meanings given them in the Credit Agreement (defined below).

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WAIVER
Waiver • November 16th, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment

THIS WAIVER (this “Waiver”) is entered into as of August 7, 2009 and effective as of June 30, 2009 (the “Effective Date”), between DEEP DOWN, INC., a Nevada corporation (“Borrower”), and WHITNEY NATIONAL BANK, a national banking association (the “Lender”). Capitalized terms used but not defined in this Waiver have the meanings given them in the Credit Agreement (defined below).

SEVERANCE AND SEPARATION AGREEMENT
Severance and Separation Agreement • November 16th, 2009 • Deep Down, Inc. • Oil & gas field machinery & equipment

This Severance and Separation Agreement (the “Agreement”) is between Strategic Capital Services, Inc. and Robert E. Chamberlain, Jr. (“Consultant”) and Deep Down, Inc., including it’s wholly-owned subsidiaries (“Deep Down”).

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