Cypress Energy Partners, L.P. Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P. A Delaware Limited Partnership Dated as of January 21, 2014
Limited Partnership Agreement • January 27th, 2014 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

This First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P., dated as of January 21, 2014, is entered into by and between Cypress Energy Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Cypress Energy Holdings II, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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CYPRESS ENERGY PARTNERS GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 21, 2014 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC
Limited Liability Company Agreement • January 27th, 2014 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

This Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of January 21, 2014, is entered into by Cypress Energy Holdings II, LLC, a Delaware limited liability company, as the sole Member of Cypress Energy Partners GP, LLC, the limited liability company to be governed by this Agreement (the “Company”) and shall be effective immediately.

CYPRESS ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • December 17th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Cypress Energy Partners GP, LLC (the “Company”), as the general partner of Cypress Energy Partners, L.P. (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

Amendment No. 2 to Credit Agreement
Credit Agreement • August 16th, 2021 • Cypress Environmental Partners, L.P. • Services-business services, nec • New York

WHEREAS, the Borrowers have heretofore entered into that certain Credit Agreement dated as of December 24, 2013 (as amended by Amendment No. 1 dated as of October 21, 2014, Amendment No. 2 dated as of May 4, 2015, and as otherwise amended, supplemented and modified from time to time prior to the Restatement Effective Date, the “Existing Credit Agreement”), by and among the Borrowers, certain affiliates of the Borrowers, the lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent, and the Collateral Agent;

CYPRESS ENERGY PARTNERS, L.P. and CYPRESS ENERGY FINANCE CORPORATION, as Issuers THE GUARANTORS PARTY HERETO and as Trustee INDENTURE Dated as of , 20
Indenture • June 8th, 2015 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • New York

Indenture dated as of , 20 among Cypress Energy Partners, L.P., a Delaware limited partnership, Cypress Energy Finance Corporation, a Delaware corporation, the Guarantors (as defined herein) party hereto and , a organized and existing under the laws of , not in its individual capacity but solely as Trustee (as defined herein).

3,750,000 Common Units CYPRESS ENERGY PARTNERS, L.P. UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2014 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • New York
CYPRESS ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • April 5th, 2019 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • New York
SERIES A PREFERRED UNIT PURCHASE AGREEMENT between CYPRESS ENERGY PARTNERS, L.P. and STEPHENSON EQUITY, CO. NO. 3 May 29, 2018
Series a Preferred Unit Purchase Agreement • May 31st, 2018 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

THIS SERIES A PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of May 29, 2018 (the “Initial Closing Date”) between CYPRESS ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and STEPHENSON EQUITY, CO. NO. 3, a Texas general partnership (the “Purchaser”). The Partnership and the Purchaser are each a “Party” and collectively, the “Parties”.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • February 23rd, 2015 • Cypress Energy Partners, L.P. • Oil & gas field services, nec

This Contribution, Conveyance and Assumption Agreement, dated as of February 20, 2015 (this “Agreement”), is by and among Cypress Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), Cypress Energy Partners, LLC, a Delaware limited liability company (the “OLLC”), Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Cypress Energy Partners – TIR, LLC, a Delaware limited liability company (“CEP-TIR”), Mr. Charles C. Stephenson, Jr. and Ms. Cynthia Field. The above-named entities and individuals are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the respective meanings assigned to such terms in Article I.

FIRST AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Colorado

THIS FIRST AMENDMENT (this “Amendment”), dated as of September 6, 2012, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”).

SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT among CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P.,
Omnibus Agreement • January 3rd, 2020 • Cypress Energy Partners, L.P. • Services-business services, nec • Oklahoma

This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as of, the Effective Date (as defined herein) among Cypress Energy Holdings, LLC, a Delaware limited liability company (“Cypress Holdings”), Cypress Energy Management, LLC, a Delaware limited liability company (“Cypress Management”), Cypress Energy Partners, LLC, a Delaware limited liability company (“OLLC”), Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Tulsa Inspection Resources, LLC, a Delaware limited liability company (“TIR”), Tulsa Inspection Resources – Canada ULC, an Alberta, Canada unlimited liability corporation (“TIR Canada”), and Cypress Energy Investments, LLC, a Delaware limited liability company (“Cypress Investments”). The above-named entities are sometimes referred to in this Agreement (as defined herein) each as a “Party” and collectively as the “Parties.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS - TIR, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • December 23rd, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Cypress Energy Partners — TIR, LLC (the “Company”), is made and entered into as of [ ˜ ], [ ˜ ] by Cypress Energy Investments, LLC, a Delaware limited liability company and the sole member of the Company (the “Sole Member”) and hereby amends and restates in its entirety the Limited Liability Company Agreement of the Company, dated as of May 20, 2013.

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P.
First Amendment to First Amended and Restated Agreement of Limited Partnership • May 31st, 2018 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P. dated as of May 29, 2018 (this “Amendment”), is entered into by Cypress Energy Partners GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in Section 13.1 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 21, 2014 (as amended from time to time, the “Partnership Agreement”). Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P.
Agreement of Limited Partnership • March 6th, 2020 • Cypress Energy Partners, L.P. • Services-business services, nec • Delaware

THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P., dated as of March 5, 2020 (this “Amendment”), is entered into by Cypress Energy Partners GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in Sections 2.2 and 13.1(a) of the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 21, 2014 (as amended by the First Amendment to First Amended and Restated Agreement of Limited Partnership, dated as of May 29, 2018, the “Partnership Agreement”). Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

SEVENTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Colorado

THIS SEVENTH AMENDMENT (this “Amendment”), dated as of November 7, 2013, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2015 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • New York

AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 4, 2015 (the “Second Amendment Effective Date”) to the Credit Agreement dated as of December 24, 2013 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of October 21, 2014, this Amendment and as may be further amended, supplemented and otherwise modified from time to time, the “Credit Agreement”) among CYPRESS ENERGY PARTNERS, L.P., a limited partnership organized under the Laws of the State of Delaware (the “Borrowers’ Agent”), CYPRESS ENERGY PARTNERS – TIR, LLC, a Delaware limited liability company (“CEP-TIR”), as a borrower, CYPRESS ENERGY PARTNERS, LLC, a Delaware limited liability company (“CEP”), as a borrower, TULSA INSPECTION RESOURCES, LLC, a Delaware limited liability company, (“TIR”), as a borrower, TULSA INSPECTION RESOURCES – CANADA ULC, an Alberta unlimited liability corporation (“TIR Canada”), and FOLEY INSPECTION SERVICES ULC, an Alberta unlimited liability corporation (“Fole

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership, FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership, SPP MEZZANINE FUNDING II HOLDINGS, LLC, a Delaware limited liability company, SPP MEZZANINE FUNDING II-A, L.P., a Delaware limited partnership, and SALEM HALIFAX CAPITAL PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership (each, an “Assignor” and, together, the “Assignors”) and the Assignee identified below (the “Assignee”) and is being executed pursuant to Section 7(a) of the Warrant, Share and Indebtedness Purchase Agreement, dated as of October 11, 2013, by and among the Borrower, Cypress Energy Partners – TIR, LLC (the “Buyer”), Cypress Energy Investments, LLC, Cypress Energy Holdings, LLC and the Assignors, as amended from time to time (the “WSIA”). The Assignee is the d

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – SBG, LLC...
Contribution, Conveyance and Assumption Agreement • December 23rd, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec

This Contribution, Conveyance and Assumption Agreement, dated as of January , 2014 (this “Agreement”), is by and among Cypress Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), Cypress Energy Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Cypress Energy Partners, LLC, a Delaware limited liability company (the “OLLC”), Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Cypress Energy Partners – SBG, LLC, a Delaware limited liability company (“CEP SBG”), Cypress Energy Partners – TIR, LLC, a Delaware limited liability company (“CEP-TIR”), Tulsa Inspection Resources, LLC, a Delaware limited liability company (“TIR”), Mr. Charles C. Stephenson, Jr., Ms. Cynthia Field, Mr. G. Les Austin and Mr. Richard Carson. The above-named entities and individuals are sometimes referred to in this Agreement each as a “Party” and col

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – SBG, LLC...
Contribution, Conveyance and Assumption Agreement • January 27th, 2014 • Cypress Energy Partners, L.P. • Oil & gas field services, nec

This Contribution, Conveyance and Assumption Agreement, dated as of January 21, 2014 (this “Agreement”), is by and among Cypress Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), Cypress Energy Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Cypress Energy Partners, LLC, a Delaware limited liability company (the “OLLC”), Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Cypress Energy Partners – SBG, LLC, a Delaware limited liability company (“CEP SBG”), Cypress Energy Partners – TIR, LLC, a Delaware limited liability company (“CEP-TIR”), Tulsa Inspection Resources, LLC, a Delaware limited liability company (“TIR”), Mr. Charles C. Stephenson, Jr., Ms. Cynthia Field, Mr. G. Les Austin and Mr. Richard Carson. The above-named entities and individuals are sometimes referred to in this Agreement each as a “Party” and c

RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • May 11th, 2022 • Cypress Environmental Partners, L.P. • Services-business services, nec • Oklahoma

This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2022, by and among (a) Cypress Environmental Partners, L.P., a Delaware limited partnership (“CELP”) and certain of its direct and indirect wholly owned and majority owned subsidiaries, (collectively, as set forth on Annex 2 attached to the Plan Term Sheet (defined below), “Cypress”) and (b) APE V Cypress, LLC, a Delaware limited liability company, as Collateral Agent, Administrative Agent, and Lender under the Prepetition First Lien Credit Agreement (as defined in the Plan) and as Lender under the DIP Facility (as defined below) (“Argonaut” or the “Supporting Party,” in its capacity as such, and together with Cypress, the “Parties”).

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 29, 2018 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, TULSA INSPECTION RESOURCES – CANADA ULC, as the Canadian Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH, as...
Credit Agreement • May 31st, 2018 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • New York

WHEREAS, the Borrowers have heretofore entered into that certain Credit Agreement dated as of December 24, 2013 (as amended by Amendment No. 1 dated as of October 21, 2014, Amendment No. 2 dated as of May 4, 2015, and as otherwise amended, supplemented and modified from time to time prior to the Restatement Effective Date, the “Existing Credit Agreement”), by and among the Borrowers, certain affiliates of the Borrowers, the lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent, and the Collateral Agent;

LIMITED PARTNERSHIP AGREEMENT OF CYPRESS ENERGY PARTNERS, L.P.
Limited Partnership Agreement • September 20th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), effective as of September 19, 2013, of Cypress Energy Partners, l.p. (the “Partnership”) is entered into by and among Cypress Energy Partners GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), and Cypress Energy Holdings II, LLC, a Delaware limited liability company, as limited partner of the Partnership (the “Limited Partner”).

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ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership, FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership, SPP MEZZANINE FUNDING II HOLDINGS, LLC, a Delaware limited liability company, SPP MEZZANINE FUNDING II-A, L.P., a Delaware limited partnership, and SALEM HALIFAX CAPITAL PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership (each, an “Assignor” and, together, the “Assignors”) and the Assignee identified below (the “Assignee”) and is being executed pursuant to Section 7(a) of the Warrant, Share and Indebtedness Purchase Agreement, dated as of October 11, 2013, by and among the Borrower, Cypress Energy Partners – TIR, LLC (the “Buyer”), Cypress Energy Investments, LLC, Cypress Energy Holdings, LLC and the Assignors, as amended from time to time (the “WSIA”). The Assignee is the d

ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Colorado
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC
Limited Liability Company Agreement • March 6th, 2020 • Cypress Energy Partners, L.P. • Services-business services, nec • Delaware

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC, dated as of March 5, 2020 (this “Amendment”), is entered into by Cypress Energy GP Holdings, LLC, a Delaware limited liability company (the “Sole Member”), the sole member of Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), pursuant to the authority granted to the Sole Member as sole member of the Company in Section 15.5 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 21, 2014 (the “LLC Agreement”). Capitalized terms used but not defined herein have the meaning given such terms in the LLC Agreement.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • October 24th, 2014 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • New York

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of October 21, 2014 (this “Amendment”) to the Credit Agreement dated as of December 24, 2013 (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among CYPRESS ENERGY PARTNERS, L.P., a limited partnership organized under the Laws of the State of Delaware (the “Borrowers’ Agent”), CYPRESS ENERGY PARTNERS – TIR, LLC, a Delaware limited liability company (“CEP-TIR”), as a borrower, CYPRESS ENERGY PARTNERS, LLC, a Delaware limited liability company (“CEP”), as a borrower, TULSA INSPECTION RESOURCES, LLC, a Delaware limited liability company (“TIR”), as a borrower, and together with the Borrowers’ Agent, CEP-TIR and CEP (each a “Borrower” and collectively, the “Borrowers”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”) as collateral agent (the “Collateral Agent”) and as Lender, Issuing Bank, Swing Line Lender (all as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrati

AMENDED AND RESTATED OMNIBUS AGREEMENT among CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC FOLEY INSPECTION...
Omnibus Agreement • February 23rd, 2015 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Oklahoma

This AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as of, the Effective Date (as defined herein) among Cypress Energy Holdings, LLC, a Delaware limited liability company (“Cypress Holdings”), Cypress Energy Management, LLC, a Delaware limited liability company (“CEM”), Cypress Energy Partners, LLC, a Delaware limited liability company (the “OLLC”), Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Foley Inspection Services ULC, an Alberta, Canada unlimited liability corporation (“Foley”), Tulsa Inspection Resources, LLC, a Delaware limited liability company (“TIR”), Tulsa Inspection Resources – Canada ULC, an Alberta, Canada unlimited liability corporation (“TIR Canada”), Tulsa Inspection Resources Holdings, LLC, a Delaware limited liability company (“TIR Holdings”), and Tulsa Inspection Resources – Nondestructive Examination, LLC, a

SEVENTH AMENDMENT TO LOAN AGREEMENTS AND NOTES
Loan Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

THIS SEVENTH AMENDMENT TO LOAN AGREEMENTS AND NOTES (this “Amendment”), dated as of October 11th, 2013, is made among TULSA INSPECTION RESOURCES, INC., an Oklahoma corporation (the “Borrower”), Tulsa Inspection Resources-Nondestructive Examination, Inc., an Oklahoma corporation (“TIR-NE”), TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership (“Triangle”), FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership (“Fidus”), SPP MEZZANINE FUNDING II HOLDINGS, LLC, a Delaware limited liability company (“SPP II”), SPP MEZZANINE FUNDING II-A, L.P., a Delaware limited partnership (“SPP II-A”), and SALEM HALIFAX CAPITAL PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership (“Salem” and, together with Triangle, Fidus, SPP II, SPP II-A, the “Lenders”). Capitalized terms used herein without definition shall have the meaning given to them in the 2010 Loan Agreement referred to below.

FIFTH AMENDMENT TO LOAN AGREEMENTS
Loan Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

THIS FIFTH AMENDMENT TO LOAN AGREEMENTS (this “Amendment”), dated as of April 11, 2013, is made among TULSA INSPECTION RESOURCES, INC., an Oklahoma corporation (the “Borrower”), Tulsa Inspection Resources-Nondestructive Examination, Inc., an Oklahoma corporation (“TIR-NE”), REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Sponsor”), TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership (“Triangle”), FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership (“Fidus”), SPP MEZZANINE FUNDING II HOLDINGS, LLC, a Delaware limited liability company (“SPP II”), SPP MEZZANINE FUNDING II-A, L.P., a Delaware limited partnership (“SPP II-A”), and SALEM HALIFAX CAPITAL PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership (“Salem” and, together with Triangle, Fidus, SPP II, SPP II-A, the “Lenders”). Capitalized terms used herein without definition shall have the meaning given to them in the 2010 Loan Agreement referred to be

SIXTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Colorado

THIS SIXTH AMENDMENT (this “Amendment”), dated as of August 20, 2013, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”).

SIXTH AMENDMENT TO LOAN AGREEMENTS
Loan Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware

THIS SIXTH AMENDMENT TO LOAN AGREEMENTS (this “Amendment”), dated as of August 20, 2013, is made among TULSA INSPECTION RESOURCES, INC., an Oklahoma corporation (the “Borrower”), Tulsa Inspection Resources-Nondestructive Examination, Inc., an Oklahoma corporation (“TIR-NE”), Regent Private Capital, LLC, an Oklahoma limited liability company (the “Sponsor”), TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership (“Triangle”), FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership (“Fidus”), SPP MEZZANINE FUNDING II HOLDINGS, LLC, a Delaware limited liability company (“SPP II”), SPP MEZZANINE FUNDING II-A, L.P., a Delaware limited partnership (“SPP II-A”), and SALEM HALIFAX CAPITAL PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership (“ Salem” and, together with Triangle, Fidus, SPP II, SPP II-A, the “Lenders”). Capitalized terms used herein without definition shall have the meaning given to them in the 2010 Loan Agreement referred to

Charles C. Stephenson, Jr.
Purchase of Convertible Equity Securities • May 11th, 2018 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Oklahoma

Reference is made to the Credit Agreement, dated as of December 24, 2013, as amended (the “Credit Agreement”), by and among Deutsche Bank AG New York Branch and certain other banks and Cypress Energy Partners, L.P., a Delaware Limited Partnership (the “Company”), which shall be replaced by a new credit facility (the “Refinancing”). This letter is being delivered to the Company to support the Refinancing (the “Closing”).

FIFTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • November 29th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Colorado

THIS FIFTH AMENDMENT (this “Amendment”), dated as of April 11, 2013, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”).

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