THIS GUARANTY (as amended, supplemented, or restated, this “ Guaranty ”) is executed as of
November 11, 2008, by ELECTROWAVE USA, INC., a Nevada corporation, FLOTATION
TECHNOLOGIES, INC., a Maine corporation, MAKO TECHNOLOGIES, LLC, a Nevada limited liability
company, and DEEP DOWN INC., a Delaware corporation (collectively, the “ Guarantors ”) for the benefit of
WHITNEY NATIONAL BANK, a national banking association (“ Lender ”).
A. DEEP DOWN, INC., a Nevada corporation (“ Borrower ”), as borrower, and Lender, as
lender, have entered into that certain Credit Agreement dated of even date herewith (as amended, supplemented
or restated, the “ Credit Agreement ”), together with certain other Loan Documents.
B. Each Guarantor is a direct wholly-owned subsidiary of Borrower and has agreed to enter into
this Guaranty so that Borrower can receive the benefits of the Guaranteed Obligation (as defined below).
C. In each Guarantor’s judgment, the value of the consideration received and to be received by it
under the Loan Documents is reasonably worth at least as much as its liability and obligation under this Guaranty,
and such liability and obligation may reasonably be expected to benefit Guarantors directly or indirectly.
D. It is expressly understood among Borrower, Guarantors, and Lender that the execution and
delivery of this Guaranty is a condition precedent to Lender’s obligations to extend credit under the Credit
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each Guarantor guarantees to Lender the prompt payment at maturity (by acceleration or
otherwise), and at all times thereafter, of the Guaranteed Obligation, as follows:
Definitions . Each capitalized term used but not defined in this Guaranty shall have the
meaning given that term in the Credit Agreement. The following terms shall