0001144204-13-064723 Sample Contracts

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”).

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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”).

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

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
SEVENTH AMENDMENT TO LOAN AGREEMENTS AND NOTES
Loan Agreements and Notes • 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 Agreements • 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 Agreements • 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

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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