Exhibit
10.2


 


Carousel TERM
NOTE


 


	$2,200,000	Houston, Texas	April 15, 2014


 


FOR VALUE RECEIVED, DEEP
DOWN, INC., a Nevada corporation (“Borrower”), hereby promises to pay to the order of Whitney
Bank, a Mississippi state charted bank (“Lender”), on or before the Carousel Term Loan Maturity
Date, the principal amount of $2,200,000 or so much thereof as may then be outstanding under this note, together with interest,
as described below.


 


This note has been executed
and delivered under, and is subject to the terms of, the Amended and Restated Credit Agreement dated as of November 11, 2008, and
amended and restated through April 14, 2010 (as amended by that certain First Amendment dated as of December 31, 2010, that certain
Second Amendment dated as of April 14, 2011, that certain Third Amendment dated as of June 9, 2011, that certain Fourth Amendment
dated as of the date hereof, that certain Fourth Amendment dated as of April 15, 2012, that certain Fifth Amendment dated
as of March 5, 2013, that certain Sixth Amendment dated as of the date hereof, and as further amended, supplemented or restated,
the “Credit Agreement”), between Borrower and Lender and is the “Carousel Term Note”
referred to in the Credit Agreement. Unless defined in this note, or the context requires otherwise, capitalized terms used in
this note have the meanings given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions
affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory
prepayments, acceleration of maturity, exercise of rights, payment of attorneys’ fees, court costs and other costs of collection,
certain waivers by Borrower and others now or hereafter obligated for payment of any sums due under this note, and security for
the payment of this note. This note is a Loan Document and, therefore, is subject to the applicable provisions of Section
13 of the Credit Agreement, all of which applicable provisions are incorporated into this note by reference as if set forth
in this note verbatim.


 


Specific reference is made
to Section 3.7 of the Credit Agreement for usury savings provisions.


 


the
rights and obligations of the parties hereto shall be determined solely from written agreements, documents, and instruments, and
any prior oral agreements between the parties are superseded by and merged into such writings. this note, the credit agreement
and the other written loan documents executed by the borrower and the lender (or by the borrower for the benefit of the lender)
represent the final agreement between the borrower and the lender and may not be contradicted by evidence of prior, contemporaneous,
or subsequent oral agreements by the parties. there are no unwritten oral agreements between the parties.


 


This note must be construed
— and its performance enforced — under Texas law.


 


 


[Signature
appears on the following page.]








    	 



    	 



    

 





EXECUTED as of the date
first written above.


 


	 	BORROWER:
	 	 
	 	DEEP DOWN, INC.,
	 	a Nevada corporation
	 	 
	 	By:     /s/ Eugene L. Butler
	 	Eugene L. Butler
	 	Executive Chairman and Chief Financial Officer


 




 


 


 


 


 


 


 


 


 


 





Signature
Page to Carousel Term Note