Common use of BORROWERS Clause in Contracts

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 A-3 TO CREDIT AGREEMENT FORM OF SWING LINE ACQUISITION FACILITY NOTE $[_______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH NAME OF LENDER] (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Acquisition Facility Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Acquisition Facility Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Acquisition Facility Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Acquisition Facility Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Acquisition Facility Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE ACQUISITION FACILITY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx X. Xxxxxx Name: Pxxxx Xxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President Chief Financial Officer VOYETRA TURTLE BEACH, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Financial Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] AGENT AND LENDERS: CRYSTAL FINANCIAL LLC, as Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CRYSTAL FINANCIAL SPV LLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CRYSTAL FINANCIAL LLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Term Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Term Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Section 7.11 of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified thereinAmendment. The BorrowersVTB HOLDINGS, each for itself and its successors and assignsINC., hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP/s/ Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer, LLCTreasurer and Secretary VOYETRA TURTLE BEACH, its general partner CYPRESS ENERGY PARTNERSINC., LLC CYPRESS ENERGY PARTNERS-TIRa Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer, LLC Treasurer and Secretary TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Title: Chief Financial Officer, Treasurer and Secretary BANK OF AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President Guarantor Consent to Seventh Amendment to Loan, Guaranty and Security Agreement GUARANTOR CONSENT The undersigned hereby consents to the foregoing Amendment and hereby (a) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Loan Agreement, as amended by the foregoing Amendment, (b) confirms and agrees that the pledge and security interest in the Collateral granted by it pursuant to any Security Documents to which it is a party shall continue in full force and effect, (c) acknowledges and agrees that such pledge and security interest in the Collateral granted by it pursuant to such Security Documents shall continue to secure the Obligations purported to be secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the release set forth in Section 6.11 of the Amendment. VTB HOLDINGS, INC., a Delaware corporation By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESGuarantor Consent to Seventh Amendment to Loan, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Security Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.ANNEX I SECOND AMENDMENT TO TERM LOAN AGREEMENT Attached hereto

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GPSEARS AUTHORIZED HOMETOWN STORES, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC as Lead Borrower and as a Borrower By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESSEARS HOME APPLIANCE SHOWROOMS, LLC LLC, as a Borrower By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer SEARS OUTLET STORES, L.L.C., as a Borrower By: Name: Title: EXHIBIT A-2 TO CREDIT AGREEMENT D FORM OF SWING LINE NOTE $[COMPLIANCE CERTIFICATE To: Bank of America, N.A., as Agent 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Date: _______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the _______ Re: Amended and Restated Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24November 1, 20132016 (as amended, by and modified, supplemented or restated hereafter, the “Credit Agreement”) by, among Cypress Energy Partnersothers, L.P.Sears Authorized Hometown Stores, LLC, a Delaware limited liability company, as the borrowers’ agentLead Borrower (in such capacity, the Borrowers“Lead Borrower”), each additional borrower that becomes a signatory the Borrowers and Guarantors party thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities from time to time party thereto as “Lenders” , and Bank of America, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to timein such capacities, the “Agent”) for the benefit of the Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender Parties referred to the Borrowers thereundertherein. All capitalized terms used but herein and not otherwise defined herein shall have the meanings specified same meaning herein as in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty The undersigned, a duly authorized and is secured by the Collateral. The Credit Agreement provides for the acceleration acting Responsible Officer of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assignsLead Borrower, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect certifies to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.you as follows:

BORROWERS. CYPRESS ENERGY PARTNERSWESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, L.P., a Delaware corporation By: Cypress General Partners GP(SEAL)Name:Axxxxx Xxxxxx-Xxxxx Title:Chief Financial Officer WABTEC COÖPERATIEF U.A., LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC a coöperatieve vereniging met uitsluiting van aansprakelijkheid under the laws of the Netherlands By: Name: Pxxxx (SEAL)Name:Pxxxxxx X. Xxxxxx III Xxxxx Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer :Authorized Person EXHIBIT A-2 TO CREDIT AGREEMENT 1.1(N)(2) FORM OF AMENDED AND RESTATED SWING LINE LOAN NOTE $[_______] [DATE] The undersigned Borrowers (collectively30,000,000 Pittsburgh, PennsylvaniaDecember 19, 2013 FOR VALUE RECEIVED, the “undersigned, WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation, and WABTEC COÖPERATIEF U.A., a coöperatieve vereniging met uitsluiting van aansprakelijkheid under the laws of the Netherlands (herein collectively called the "Borrowers”" and each a "Borrower"), for value received, hereby jointly and severally promise unconditionally promises to pay to [DEUTSCHE BANK AGthe order of PNC BANK, NEW YORK BRANCH NATIONAL ASSOCIATION (the “Swing Line "Lender”"), the lesser of (a) the principal sum of [AMOUNT] Thirty Million Dollars ($[_______]US$30,000,000), or (b) or, if less, the amount aggregate unpaid principal balance of all Swing Line Loans loaned made by the Swing Line Lender to the Borrowers pursuant to the First Amended and Restated Refinancing Credit Agreement Agreement, dated as of December 19, 2013, among the Borrowers, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and the Lender, as administrative agent (hereinafter referred to belowin such capacity as the "Administrative Agent") (as amended, restated, modified, or supplemented from time to time, the "Credit Agreement"), payable with respect to each Swing Loan evidenced hereby on the earlier of: (i) demand by the Lender; or (ii) on the Expiration Date. The Borrowers shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Amended and Restated Swing Loan Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default, the Borrowers shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Amended and Restated Swing Loan Note at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest rate will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at 500 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Amended and Restated Swing Line Loan Note is issued pursuant toone of the Notes referred to in, and is entitled to the benefits of, that the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants, conditions, security interests and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrowers waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Amended and Restated Swing Loan Note and the Credit Agreement, dated as . The Borrowers acknowledge and agree that the Lender may at any time and in its sole discretion demand payment of December 24, 2013, by all amounts outstanding under this Amended and among Cypress Energy Partners, L.P., as the borrowers’ agent, Restated Swing Loan Note without prior notice to the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender . This Amended and collateral agent, Deutsche Bank Trust Company Americas, as administrative agentRestated Swing Loan Note shall bind the Borrowers and their successors and assigns, and the several banks benefits hereof shall inure to the benefit of the Lender and other financial institutions or entities party thereto as “Lenders” (as amendedits successors and assigns. All references herein to the "Borrowers" and the "Lender" shall be deemed to apply to each of the Borrowers and the Lender, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)respectively, and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in their respective successors and assigns as permitted under the Credit Agreement. This Amended and Restated Swing Line Loan Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to documents delivered in connection herewith and the enforcement of this Swing Line Note, except any notices required under the terms rights and obligations of the Credit Agreementparties hereto and thereto shall for all purposes be governed, by and construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of law principles. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AMENDED AND RESTATED SWING NOTE TO THE CONTRARY, THE OBLIGATIONS OF WABTEC COÖPERATIEF U.A. HEREUNDER, SHALL BE EXPRESSLY SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11.16 OF THE CREDIT AGREEMENT. THIS AMENDED AND RESTATED SWING LOAN NOTE REPLACES THAT CERTAIN SWING LINE NOTE DATED AS OF NOVEMBER 7, 2011 (THE "EXISTING NOTE"). THIS SWING LINE LOAN NOTE SHALL BE GOVERNED BY IS NOT INTENDED TO CONSTITUTE, AND CONSTRUED IN ACCORDANCE WITH THE LAWS DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF OBLIGATIONS REPRESENTED BY THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKEXISTING NOTE.

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx X. Xxxxxx Name: Pxxxx Xxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President Chief Financial Officer VOYETRA TURTLE BEACH, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Executive Financial Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] AGENT AND LENDERS: CRYSTAL FINANCIAL LLC, as Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CRYSTAL FINANCIAL SPV LLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CRYSTAL FINANCIAL LLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Term Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Term Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in Section 7.11 of the Credit AgreementAmendment. This Swing Line Note is issued pursuant toVTB HOLDINGS, and is entitled to the benefits ofINC., that certain Credit Agreementa Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer ANNEX I ELEVENTH AMENDMENT TO LOAN, dated as GUARANTY AND SECURITY AGREEMENT Attached hereto ANNEX II Form of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, Third Lien Subordinated Notes (Fifth Amendment) and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.related Third Lien Loan Documents

BORROWERS. CYPRESS ENERGY PARTNERSXXXXXX & NOBLE BOOKSELLERS, L.P.INC., By: Cypress General Partners GPa Delaware corporation XXXXXX & XXXXX INTERNATIONAL LLC, a Delaware limited liability company XXXXXX & NOBLE MARKETING SERVICES LLC, a Virginia limited liability company XXXXXX & XXXXX PURCHASING, INC., a New York corporation XXXXXX & NOBLE SERVICES, INC., a New York corporation NOOK DIGITAL, LLC, its general partner CYPRESS ENERGY PARTNERSa Delaware limited liability company STERLING PUBLISHING CO., LLC CYPRESS ENERGY PARTNERS-TIRINC., LLC a Delaware corporation By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESXXXXXX & XXXXX CAFÉ, LLC LLC, a Delaware limited liability company By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer ANNEX I Exhibit D [See Attached] EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[D Form of Compliance Certificate COMPLIANCE CERTIFICATE Date of Certificate: _______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_____, 20__]) or_ To: Bank of America, if lessN.A., the amount of Swing Line Loans loaned by the Swing Line Lender as Administrative Agent Ladies and Gentlemen: Reference is made to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24August 3, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) by, among others, (i) Xxxxxx & Noble, Inc., a Delaware corporation, as the lead borrower (in such capacity, the “Lead Borrower”) for itself and the other Borrowers from time to time party thereto, (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, (v) the Lenders from time to time party thereto, (vi) JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunderSunTrust Bank, as Co-Syndication Agents and (vii) Citizens Bank, N.A. and Regions Bank, as Co-Documentation Agents. All capitalized terms used but in this Compliance Certificate and not otherwise defined herein shall have the same meanings specified herein as in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty The undersigned, in his capacity as a duly authorized and is secured by the Collateral. The Credit Agreement provides for the acceleration acting Responsible Officer of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assignsLead Borrower, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms certifies on behalf of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.Lead Borrower and each of the other Loan Parties as of the date hereof the following:

BORROWERS. CYPRESS ENERGY PARTNERSXXXXXX & NOBLE BOOKSELLERS, L.P.INC., By: Cypress General Partners GP, a Delaware corporation XXXXXX & XXXXX INTERNATIONAL LLC, its general partner CYPRESS ENERGY PARTNERSa Delaware limited liability company XXXXXX & NOBLE MARKETING SERVICES LLC, LLC CYPRESS ENERGY PARTNERS-TIRa Virginia limited liability company XXXXXX & XXXXX PURCHASING, LLC INC., a New York corporation XXXXXX & NOBLE SERVICES, INC., a New York corporation NOOK DIGITAL LLC, a Delaware limited liability company STERLING PUBLISHING CO., INC., a Delaware corporation By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE C-2 Form of Swing Line Note PROMISSORY NOTE $(Swing Line) [_______] [DATE] The ______], 2015 FOR VALUE RECEIVED, the undersigned Borrowers (individually, a “Borrower” and, collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AGthe order of Bank of America, NEW YORK BRANCH N.A., a national banking association with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter, with any subsequent holders, the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less), the aggregate unpaid principal amount of Swing Line Loans loaned made by the Swing Line Lender to or for the Borrowers account of any Borrower pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24August 3, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by, among others, (i) the Borrowers, (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and evidences (iv) the Swing Line Loans made by the Lender, (v) Bank of America, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender Lender, (vi) JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and SunTrust Bank, as Co-Syndication Agents and (vii) Citizens Bank, N.A. and Regions Bank, as Co-Documentation Agents, with interest at the rate and payable in the manner stated therein. This is a “Swing Line Note” to which reference is made in the Borrowers thereunderCredit Agreement and is subject to all terms and provisions thereof. All capitalized The principal of, and interest on, this Swing Line Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used but herein and not defined herein shall have the meanings specified assigned to such terms in the Credit Agreement. This The Administrative Agent’s books and records concerning the Swing Line Note is also entitled Loans, the accrual of interest thereon, and the repayment of such Swing Line Loans, shall be prima facie evidence of the indebtedness to the benefits Swing Line Lender hereunder, absent manifest error. No delay or omission by any Agent or the Swing Line Lender in exercising or enforcing any of such Agent’s or the Swing Line Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Default shall operate as a waiver of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement Default, nor as a continuing waiver of any such Default. Each Borrower, and each endorser and guarantor of this Swing Line Note, except waives presentment, demand, notice, and protest, and also waives any notices required under delay on the terms part of the Credit Agreementholder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Swing Line Lender with respect to this Swing Line Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Swing Line Note. This Swing Line Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors and assigns, and shall inure to the benefit of the Swing Line Lender and its successors, endorsees, and assigns. The liabilities of each Borrower, and of any endorser or guarantor of this Swing Line Note, are joint and several, provided, however, the release by any Agent or the Swing Line Lender of any one or more such Persons shall not release any other Person obligated on account of this Note. Each reference in this Swing Line Note to any Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. THIS SWING LINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORKYORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING FOR SUCH PURPOSES GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK1402). Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by reference as if fully set forth herein, and each Borrower makes the waivers set forth therein and herein knowingly, voluntarily, and intentionally, and understands that the Agents and the Swing Line Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Swing Line Note, are each relying thereon.

BORROWERS. CYPRESS ENERGY PARTNERSThe Borrowers may elect to cause any individual Borrower to initiate any Auction, L.P.in which case such individual Borrower shall take the actions and make the prepayments, By: Cypress General Partners GPif any, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $required in connection therewith. This Annex I shall not require the Borrowers to initiate any Auction. Exhibit A to Seventh Amendment Exhibit A to Annex I to Credit Agreement [_______Modified Dutch Auction] [DATEVariable Price Auction] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly [Fixed Price Auction] Notice Tender Agent [Address Line 1] [Mail Code Information] [Address Line 2] Attention: Telecopier: Telephone: Ladies and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender Gentlemen: Reference is made to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America Amended and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Restated Senior Secured Credit Agreement, dated as of December 24November 2, 20132004, by and among Cypress Energy PartnersAPARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “REIT”), AIMCO PROPERTIES, L.P., a Delaware limited partnership (“AIMCO”), and AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation (“AIMCO/Bethesda”) (the REIT, AIMCO and AIMCO/Bethesda collectively referred to herein as the borrowers’ agent, the “Borrowers”), each additional borrower that becomes a signatory thereto lender from time to timetime party thereto, Deutsche Bank AGBANK OF AMERICA, New York BranchN.A., as lenderAdministrative Agent and as Swing Line Lender and L/C Issuer, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company AmericasKeyBank National Association, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” Syndication Agent (as amended by (i) the First Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 16, 2005, (ii) the Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 22, 2006, the (iii) the Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated August 31, 2007, (iv) the Fourth Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 14, 2007, (v) the Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 9, 2008, (vi) the Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated May 1, 2009, (vii) the Seventh Amendment to Amended and Restated Senior Secured Credit Agreement, dated August 4, 2009 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized Capitalized terms used herein but not defined herein shall have the meanings specified given to such terms in the Credit Agreement. This Swing Line Note is also entitled The Borrowers hereby give notice to the benefits of any Guaranty and is secured by Lenders that they desire to conduct the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality following [Modified Dutch Auction] [Variable Price Auction] [Fixed Price Auction] with respect to the enforcement Term B Loans: Auction Amount: $___. [Discount Range: Not less than $___nor greater than $ per $1,000 principal amount of this Swing Line Note, except any notices required under the terms Term B Loans.]1 [Fixed Discount: Equal to $ per $1,000 principal amount of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.Term B Loans.]2

BORROWERS. CYPRESS ENERGY PARTNERSSPORTSMAN’S WAREHOUSE, L.P.INC., a Utah corporation By: Cypress General Partners GP/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer SPORTSMAN’S WAREHOUSE SOUTHWEST, INC., a California corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer MINNESOTA MERCHANDISING CORP., a Minnesota corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer PACIFIC FLYWAY WHOLESALE, LLC, a Delaware limited liability company by Sportsman’s Warehouse, Inc., its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC sole member By: /s/ Xxxxx Xxxxxx Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxx Xxxxxx Title: President and Chief Executive Financial Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise Signature Page to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum Loan Note EXHIBIT D Form of [AMOUNT] ($[_______]) orCompliance Certificate COMPLIANCE CERTIFICATE Date of Certificate: To: Xxxxx Fargo Retail Finance, if lessLLC, the amount of Swing Line Loans loaned by the Swing Line Lender as Administrative Agent Ladies and Gentlemen: Reference is made to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24May , 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2010 (as amended, restatedmodified, supplemented or otherwise modified restated and in effect from time to time, the “Credit Agreement”), by and evidences among (i) SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (in such capacity, the “Lead Borrower”), as representative for the Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the other Borrowers, (iii) the Guarantors from time to time party thereto (individually, a “Guarantor” and, collectively, the “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) XXXXX FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral Agent and Swing Line Loans made by the Swing Line Lender to the Borrowers thereunderLender. All capitalized Capitalized terms used but not defined herein shall have the meanings specified set forth in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty The undersigned, in his capacity as a duly authorized and is secured by the Collateral. The Credit Agreement provides for the acceleration acting Responsible Officer of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assignsLead Borrower, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms certifies on behalf of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.Lead Borrower and each of the other Loan Parties as of the date hereof the following:

BORROWERS. CYPRESS ENERGY PARTNERSXXXXXX & NOBLE BOOKSELLERS, L.P.INC., By: Cypress General Partners GP, a Delaware corporation XXXXXX & XXXXX INTERNATIONAL LLC, its general partner CYPRESS ENERGY PARTNERSa Delaware limited liability company XXXXXX & NOBLE MARKETING SERVICES LLC, LLC CYPRESS ENERGY PARTNERS-TIRa Virginia limited liability company XXXXXX & XXXXX PURCHASING, LLC INC., a New York corporation XXXXXX & NOBLE SERVICES, INC., a New York corporation NOOK DIGITAL LLC, a Delaware limited liability company STERLING PUBLISHING CO., INC., a Delaware corporation By: Name: Pxxxx X. Xxxxxx III Title: President EXHIBIT D Form of Compliance Certificate COMPLIANCE CERTIFICATE Date of Certificate: , 20 To: Bank of America, N.A., as Administrative Agent Ladies and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC ByGentlemen: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender Reference is made to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24August 3, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) by, among others, (i) Xxxxxx & Xxxxx, Inc., a Delaware corporation, as the lead borrower (in such capacity, the “Lead Borrower”) for itself and the other Borrowers from time to time party thereto, (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, (v) the Lenders from time to time party thereto, (vi) JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunderSunTrust Bank, as Co-Syndication Agents and (vii) Citizens Bank, N.A. and Regions Bank, as Co-Documentation Agents. All capitalized terms used but in this Compliance Certificate and not otherwise defined herein shall have the same meanings specified herein as in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty The undersigned, in his capacity as a duly authorized and is secured by the Collateral. The Credit Agreement provides for the acceleration acting Responsible Officer of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assignsLead Borrower, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms certifies on behalf of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.Lead Borrower and each of the other Loan Parties as of the date hereof the following:

BORROWERS. CYPRESS ENERGY PARTNERS(e) On the Increase Effective Date with respect to a Revolving Tranche, L.P., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President (x) each Revolving Credit Lender immediately prior to such increase or incurrence will automatically and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned Borrowers (collectively, without further act be deemed to have assigned to each Lender providing a portion of the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender increase to the Borrowers pursuant to the Revolving Credit Agreement referred to belowCommitments (each, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit AgreementRevolving Commitment Increase Lender”), and evidences the each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding L/C Advances and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in L/C Advances and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Increase Effective Date be prepaid from the proceeds of Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.06. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The additional Term Loans made under the Term Loan Tranche subject to the increases shall be made by the Swing Line Lender applicable Lenders participating therein pursuant to the Borrowers thereunder. All capitalized terms used but not defined herein shall have procedures set forth in Sections 2.01 and 2.02 and on the meanings specified in date of the Credit Agreement. This Swing Line Note is also entitled making of such new Term Loans, and notwithstanding anything to the benefits contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of any Guaranty and is secured by outstanding Term Loans under such Term Loan Tranche on a pro rata basis (based on the Collateral. The Credit Agreement provides for the acceleration relative sizes of the maturity various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required Term Loans under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKTerm Loan Tranche.

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx Xxxxxx Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxx Xxxxxx Title: Chief Financial Officer VOYETRA TURTLE BEACH, INC., a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer BANK OF AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President Guarantor Consent to Eighth Amendment to Loan, Guaranty and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] Security Agreement GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in Section 6.11 of the Credit AgreementAmendment. This Swing Line Note is issued pursuant toVTB HOLDINGS, and is entitled INC., a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer Guarantor Consent to the benefits ofEighth Amendment to Loan, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Security Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.ANNEX I THIRD AMENDMENT TO TERM LOAN AGREEMENT Attached hereto

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., ATTEST: SUPERIOR ESSEX COMMUNICATIONS LLC /s/ Xxxxxxx X. Xxxxxxxxx By: Cypress General Partners GP/s/ Xxxxx X. Xxxxxxxx Secretary Title: Vice President [COMPANY SEAL] ATTEST: ESSEX GROUP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC INC. /s/ Xxxxxxx X. Xxxxxxxxx By: Name: Pxxxx /s/ Xxxxx X. Xxxxxx III Xxxxxxxx Secretary Title: Vice President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC [CORPORATE SEAL] LENDERS: FLEET CAPITAL CORPORATION By: Name/s/ Xxxx Xxxx Title: Rxxxxxx Senior Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Xxxxxx X. Xxxxxx Title: Duly Authorized Signatory ADMINISTRATIVE AGENT: FLEET CAPITAL CORPORATION, as Administrative Agent By: /s/ Xxxx Xxxx Title: Senior Vice President and Chief Executive Officer SYNDICATION AGENT: GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent By: /s/ Xxxxxx X. Xxxxxx Title: Duly Authorized Signatory EXHIBIT A-2 TO CREDIT AGREEMENT A FORM OF SWING LINE REVOLVER NOTE $[_______] [DATE] The undersigned Borrowers (collectivelyNovember , 2003 U.S. $ . Atlanta, Georgia FOR VALUE RECEIVED, the undersigned, SUPERIOR ESSEX COMMUNICATIONS LLC (hereinafter referred to as “BorrowersSuperior” and “Borrower Agent”), for value receiveda Delaware limited liability company, with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, and ESSEX GROUP, INC., a Michigan corporation (“Essex”), with its chief executive office and principal place of business at 0000 Xxxx Xxxxxx, Xxxx Xxxxx, Indiana 46802 (Superior and Essex collectively as “Borrowers” and individually as a “Borrower”), hereby unconditionally, and jointly and severally severally, promise to pay to [DEUTSCHE BANK AGthe order of (herein, NEW YORK BRANCH (together with any permitted subsequent holder hereof, called the “Swing Line LenderHolder”) the principal sum of [AMOUNT] ($[_______]) or, if less, $ or such lesser sum as may constitute Holder’s Pro Rata share of the outstanding principal amount of Swing Line all Revolver Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money terms of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described (as defined below, ) on the date(s) date on which such outstanding principal amounts become due and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest payable pursuant to be paid in accordance with Section 4.2 of the Credit Agreement, in strict accordance with the terms thereof. Borrowers likewise unconditionally, and jointly and severally, promise to pay to Holder interest from and after the date hereof until on Holder’s Pro Rata share of the date outstanding principal amount of actual payment (Revolver Loans at such interest rates, payable at such times, and before computed in such manner as well as after judgment) computed at the rate per annum set forth are specified in Section 2.1 of the Credit Agreement, in strict accordance with the terms thereof. This Swing Line Revolver Note (“Note”) is issued pursuant to, and is entitled one of the “Revolver Notes” referred to in, the benefits ofCredit Agreement dated November , that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., 2003 (as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified same may be amended from time to time, the “Credit Agreement”), among Borrowers, Fleet Capital Corporation, as collateral and evidences administrative agent (in such capacity, “Administrative Agent”) for itself and the Swing Line Loans made by financial institutions from time to time parties thereto as lenders (“Lenders”), such Lenders and the Swing Line Lender other parties named therein, and Holder is and shall be entitled to all benefits thereof and of all Loan Documents executed and delivered in connection therewith. This Note is subject to certain restrictions on transfer or assignment as provided in the Borrowers thereunderCredit Agreement. All capitalized terms used but not herein, unless otherwise defined herein herein, shall have the meanings ascribed to such terms in the Credit Agreement. The repayment of the principal balance of this Note is subject to the provisions of Section 4.2 of the Credit Agreement. The entire unpaid principal balance and all accrued interest on this Note shall be due and payable immediately upon the termination of the Commitments as set forth in Section 5.2 of the Credit Agreement. All payments of principal and interest shall be made in Dollars in immediately available funds as specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon Upon or after the occurrence and during the continuance of certain Events an Event of Default and for prepayments on so long as such Event of Default exists, the terms principal balance and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement all accrued interest of this Swing Line NoteNote may be declared (or shall become) due and payable in the manner and with the effect provided in the Credit Agreement, except any notices required under and the terms unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in Section 2.1.5 of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKBorrowers jointly and severally agree to pay, INCLUDING FOR SUCH PURPOSES SECTIONS 5and save Holder harmless against, any liability for the payment of, all costs and expenses, including, but not limited to, reasonable attorneys’ fees, if this Note is collected by or through an attorney-1401 AND 5at-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKlaw. All principal amounts of Revolver Loans made by Holder to Borrowers pursuant to the Credit Agreement, and all accrued and unpaid interest thereon, shall be deemed outstanding under this Note and shall continue to be owing by Borrowers until paid in accordance with the terms of this Note and the Credit Agreement. In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event of any such payment inadvertently paid by Borrowers or inadvertently received by Holder, such excess sum shall be, at Borrowers’ option, returned to Borrowers forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof that Borrowers not pay or contract to pay, and that Holder not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, each Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Holder in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Holder of any right or remedy preclude any other right or remedy. Holder, at its option, may enforce its rights against any Collateral securing this Note without Administrative Agent or Holder enforcing its rights against any Borrower, any Guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to any Borrower. Each Borrower agrees that, without releasing or impairing any Borrower’s liability hereunder, Holder or Administrative Agent may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note. The rights of Holder and obligations of Borrowers hereunder shall be construed in accordance with and governed by the laws (without giving effect to the conflict of law principles thereof) of the State of Georgia. This Note is intended to take effect as an instrument under seal under Georgia law.

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxxxxx Xxxxx . Name: Pxxxx X. Xxxxxx III Xxxxxxx Xxxxx Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESVOYETRA TURTLE BEACH, LLC INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxx . Name: Rxxxxxx Xxxxxx Xxxxxxx Xxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxxxxx Xxxxx . Name: Xxxxxxx Xxxxx Title: Chief Executive Officer Guarantor Consent to Sixth Amendment to Loan, Guaranty and Security Agreement BANK OF SWING LINE NOTE $[_______] [DATE] AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President Guarantor Consent to Sixth Amendment to Loan, Guaranty and Security Agreement GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Section 6.11 of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified thereinAmendment. The BorrowersVTB HOLDINGS, each for itself and its successors and assignsINC., hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreementa Delaware corporation By: /s/ Xxxxxxx Xxxxx . THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.Name: Xxxxxxx Xxxxx Title: Chief Executive Officer

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $QAD EUROPE B.V. QAD EUROPE GMBH QAD EUROPE NV/SA QAD EUROPE SA QAD EUROPE SAS QAD IRELAND LIMITED QAD NETHERLANDS B.V. QAD EUROPE LIMITED [_______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNTMODEL LETTER AMENDING SCHEDULE A] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender May be sent from Bank to the Borrowers pursuant to the Credit Agreement referred to belowGuarantor or vice versa) , in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, 200 Att: Re: Master Continuing Guaranty dated as of December 24, 20132005 Ladies and Gentleman: We refer to that certain Master Continuing Guaranty dated as of , 2005 made by (the "Guarantor") in favor of Bank of America, N.A. and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” affiliates (as amended, restated, supplemented or otherwise modified amended from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized "Guaranty;" terms used but not defined herein shall have the meanings specified assigned to them in the Credit AgreementGuaranty), pursuant to which the Guarantor guarantees the obligations of certain of its subsidiaries and affiliates of Guarantor. This Swing Line Note is also entitled Subject to Paragraph 18 of the Guaranty, the undersigned hereby confirm their agreement that Schedule A to the benefits of any Guaranty is hereby amended and is secured by restated as set forth in Schedule A hereto and all references in the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment Guaranty and any other notice or formality with respect documents evidencing the Obligations shall refer to the enforcement Guaranty as amended hereby. This letter may be executed in any number of this Swing Line Notecounterparts and all of such counterparts taken together shall be deemed to constitute but one and the same instrument. Very truly yours, except any notices required under the terms By Name: Title: Agreed and Accepted: By: Title: Amended as of SCHEDULE A TO MASTER GUARANTY Subject to Paragraph 18 of the Credit AgreementMaster Continuing Guaranty to which this Schedule is or will be attached, all obligations of the following entities to Bank of America, N.A., its affiliates and subsidiaries, shall constitute Guaranteed Obligations guaranteed pursuant to the Master Continuing Guaranty. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING BORROWERS [REFER TO ORIGINAL SCHEDULE A FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.FORMAT]

BORROWERS. CYPRESS ENERGY PARTNERSXXXXXX & NOBLE BOOKSELLERS, L.P.INC., By: Cypress General Partners GPa Delaware corporation XXXXXX & XXXXX INTERNATIONAL LLC, a Delaware limited liability company XXXXXX & NOBLE MARKETING SERVICES LLC, a Virginia limited liability company XXXXXX & XXXXX PURCHASING, INC., a New York corporation XXXXXX & NOBLE SERVICES, INC., a New York corporation NOOK DIGITAL, LLC, its general partner CYPRESS ENERGY PARTNERSa Delaware limited liability company STERLING PUBLISHING CO., LLC CYPRESS ENERGY PARTNERS-TIRINC., LLC a Delaware corporation By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESXXXXXX & XXXXX CAFÉ, LLC LLC, a Delaware limited liability company By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer XXXXX X [See Attached] EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[A-1 Form of Committed Loan Notice (Revolving Credit Facility) COMMITTED LOAN NOTICE Date: _______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or___, if less20___ To: Bank of America, the amount of Swing Line Loans loaned by the Swing Line Lender N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24August 3, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) by, among others, (i) Xxxxxx & Noble, Inc., a Delaware corporation, as the lead borrower (in such capacity, the “Lead Borrower”) for itself and the other Borrowers from time to time party thereto, (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, (v) the Lenders from time to time party thereto, (vi) JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunderSunTrust Bank, as Co-Syndication Agents and (vii) Citizens Bank, N.A. and Regions Bank, as Co-Documentation Agents. All capitalized Capitalized terms used but not defined herein shall have the meanings specified set forth in the Credit Agreement. This Swing Line Note is also entitled to the benefits The Lead Borrower hereby requests a Committed Borrowing of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.Revolving Loans:

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx /s/ Xxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[Hanson_______] [DATE] The undersigned Borrowers (collectively__ Name: Xxxx X. Xxxxxx Title: Chief Financial Officer VOYETRA TURTLE BEACH, the “Borrowers”)INC., for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[a Delaware corporation By: /s/ Xxxx X. Hanson_______]) or__ Name: Xxxx X. Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, if lessa company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx X. Hanson_________ Name: Xxxx X. Xxxxxx Title: Chief Financial Officer BANK OF AMERICA, the amount of Swing Line Loans loaned by the Swing Line N.A., as Agent and Lender By: /s/ Xxxxxxx Van Steenhuyse_________ Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President GUARANTOR CONSENT The undersigned hereby consent to the Borrowers pursuant foregoing Amendment and hereby (a) confirm and agree that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the "Credit Agreement. The Borrowers also jointly ", "thereunder", "thereof" or words of like import shall mean and severally promise be a reference to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from as amended by the date hereof until foregoing Amendment, (b) confirm and agree that the date of actual payment pledge and security interest in the Collateral granted by it pursuant to any Security Documents to which it is a party shall continue in full force and effect, (c) acknowledge and before agree that such pledge and security interest in the Collateral granted by it pursuant to such Security Documents shall continue to secure the Obligations purported to be secured thereby, as well as after judgmentamended or otherwise affected hereby, and (d) computed at agrees to be bound by the rate per annum release set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Section 7.11 of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified thereinAmendment. The BorrowersPSC LICENSING CORP., each for itself and its successors and assignsa California corporation By: /s/ Xxxx X. Hanson_________ Name: Xxxx X. Xxxxxx Title: Chief Financial Officer VTB HOLDINGS, hereby waive presentmentINC., diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.a Delaware corporation By: /s/ Xxxx X. Hanson_________ Name: Xxxx X. Xxxxxx

BORROWERS. CYPRESS ENERGY PARTNERSCARBIZ AUTO CREDIT AQ, L.P.INC., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC a Florida corporation By: Name: Pxxxx X. Xxxxxx III TitleIts: President and Chief Executive Officer TULSA INSPECTION RESOURCESCARBIZ USA INC., LLC a Delaware corporation By: Name: Rxxxxxx Xxxxxx TitleIts: President and Chief Executive Officer CARBIZ AUTO CREDIT, INC., a Florida corporation By: Name: Its: CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company By: Name: Its: EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE F-1 INVENTORY NOTE A $[_______] [DATE] The undersigned Borrowers _________________ ______________, 20__ Chicago, Illinois FOR VALUE RECEIVED, the undersigned, CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), and CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”; Carbiz USA, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AGthe order of SWC SERVICES LLC, NEW YORK BRANCH a Delaware limited liability company (the “Swing Line Lender”) ), the principal sum of [AMOUNT] ($[_______]) ______and No/100 Dollars ($_________), or, if greater or less, the aggregate unpaid principal amount of Swing Line Loans loaned the Inventory Loan A Advances made by the Swing Line Lender to the Borrowers pursuant to the Credit terms of the Loan and Security Agreement referred to below(as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Loan and Security Agreement, both principal and interest payable as herein provided in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates offices of interest as provided in Administrative Agent under the Credit Agreement described below, on the date(s) Loan and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Security Agreement, or at such other place as from time to time may be designated by the date hereof until the date holder of actual payment this Inventory Note A (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreementthis “Note”). This Swing Line Note (a) is issued pursuant to, and is entitled to the benefits of, delivered under that certain Credit Agreement, Second Amended and Restated Loan and Security Agreement dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Loan and Security Agreement”)) among the Borrowers, [ _________________] , certain guarantors party thereto, the Initial Lender, certain other Lenders from time to time party thereto, SWC SERVICES LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and evidences the Swing Line Loans made by the Swing Line Lender Additional Collateral Agent party thereto, and is a “Note” as defined therein, (b) is subject to the Borrowers thereunder. All capitalized terms used but not defined herein shall have and provisions of the meanings specified in Loan and Security Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the Credit Agreement. This Swing Line Note maturity hereof upon the happening of certain stated events, and (c) is also secured by and entitled to the benefits of any Guaranty the Loan and Security Agreement and certain other Loan Documents (as identified and defined in the Loan and Security Agreement). Payments on this Note shall be made and applied as provided in the Loan and Security Agreement. Reference is hereby made to the Loan and Security Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to capitalized terms used and not defined herein and to the Loan Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto. The principal amount of this Note, together with all interest accrued hereon, shall be due and payable as set forth in the Loan and Security Agreement and is secured by due and payable in full on the CollateralMaturity Date applicable to the Inventory Loan. The Credit EXHIBIT F-2 Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest which, under applicable Law, may be contracted for, charged, or received on this Note, and this Note is expressly made subject to the provisions of the Loan and Security Agreement provides which more fully set out the limitations on how interest accrues hereon. Without limiting the terms of the Loan and Security Agreement, if this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrowers and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. Borrowers and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of principal upon this Note, diligence in collecting, the occurrence bringing of any suit against any party and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and any notice of dishonoror defense on account of any extensions, protestrenewals, demandpartial payments or changes in any manner of or in this Note or in any of its terms, non-payment provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other notice act of any trustee or formality with respect any holder hereof, whether before or after maturity. EXHIBIT F-2 This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Illinois (without regard to principles of conflicts of law), except to the enforcement of this Swing Line Note, except any notices required under extent the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKsame are governed by applicable federal Law.

BORROWERS. CYPRESS ENERGY PARTNERSCARBIZ AUTO CREDIT AQ, L.P.INC., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC a Florida corporation By: Name: Pxxxx X. Xxxxxx III TitleIts: President and Chief Executive Officer TULSA INSPECTION RESOURCESCARBIZ USA INC., LLC a Delaware corporation By: Name: Rxxxxxx Xxxxxx TitleIts: President and Chief Executive Officer CARBIZ AUTO CREDIT, INC., a Florida corporation By: Name: Its: CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company By: Name: Its: EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE F-2 TERM NOTE A $[_______] [DATE] The undersigned Borrowers _____ ______________, 2007 Chicago, Illinois FOR VALUE RECEIVED, the undersigned, CARBIZ USA INC., a Delaware corporation (“Carbiz USA”), CARBIZ AUTO CREDIT, INC., a Florida corporation (“Carbiz Auto”), CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company (“Carbiz LLC”), and CARBIZ AUTO CREDIT AQ, INC., a Florida corporation (“Carbiz AQ”; Carbiz USA, Carbiz Auto, Carbiz LLC and Carbiz AQ are sometimes referred to herein individually as a “Borrower” and, collectively, as the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AGthe order of SWC SERVICES LLC, NEW YORK BRANCH a Delaware limited liability company (the “Swing Line Lender”) ), the principal sum of [AMOUNT] ($[_______]) ___________and No/100 Dollars ($______________), or, if greater or less, the aggregate unpaid principal amount of Swing Line Loans loaned the Term Loan A made by the Swing Line Lender to the Borrowers pursuant to the Credit terms of the Loan and Security Agreement referred to below(as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Loan and Security Agreement, both principal and interest payable as herein provided in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates offices of interest as provided in Administrative Agent under the Credit Agreement described below, on the date(s) Loan and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Security Agreement, or at such other place as from time to time may be designated by the date hereof until the date holder of actual payment this Term Note A (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreementthis “Note”). This Swing Line Note (a) is issued pursuant to, and is entitled to the benefits of, delivered under that certain Credit Agreement, Second Amended and Restated Loan and Security Agreement dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Loan and Security Agreement”)) among the Borrowers, certain guarantors party thereto, the Initial Lender, certain other Lenders from time to time party thereto, SWC SERVICES LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and evidences the Swing Line Loans made by the Swing Line Lender Additional Collateral Agent party thereto, and is a “Note” as defined therein, (b) is subject to the Borrowers thereunder. All capitalized terms used but not defined herein shall have and provisions of the meanings specified in Loan and Security Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the Credit Agreement. This Swing Line Note maturity hereof upon the happening of certain stated events, and (c) is also secured by and entitled to the benefits of any Guaranty the Loan and Security Agreement and certain other Loan Documents (as identified and defined in the Loan and Security Agreement). Payments on this Note shall be made and applied as provided in the Loan and Security Agreement. Reference is hereby made to the Loan and Security Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to capitalized terms used and not defined herein and to the Loan Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto. The principal amount of this Note, together with all interest accrued hereon, shall be due and payable as set forth in the Loan and Security Agreement and is secured by due and payable in full on the CollateralMaturity Date applicable to the Term Loan. The Credit EXHIBIT F-3 Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest which, under applicable Law, may be contracted for, charged, or received on this Note, and this Note is expressly made subject to the provisions of the Loan and Security Agreement provides which more fully set out the limitations on how interest accrues hereon. Without limiting the terms of the Loan and Security Agreement, if this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrowers and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. Borrowers and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of principal upon this Note, diligence in collecting, the occurrence bringing of any suit against any party and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and any notice of dishonoror defense on account of any extensions, protestrenewals, demandpartial payments or changes in any manner of or in this Note or in any of its terms, non-payment provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other notice act of any trustee or formality with respect any holder hereof, whether before or after maturity. EXHIBIT F-3 This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Illinois (without regard to principles of conflicts of law), except to the enforcement extent the same are governed by applicable federal Law. BORROWERS: CARBIZ AUTO CREDIT AQ, INC., a Florida corporation By: Name: Its: CARBIZ USA INC., a Delaware corporation By: Name: Its: CARBIZ AUTO CREDIT, INC., a Florida corporation By: Name: Its: CARBIZ AUTO CREDIT JV1, LLC, a Florida limited liability company By: Name: Its: EXHIBIT F-3 RECEIVABLES NOTE B $ __________________ _______________, 20__ Chicago, Illinois FOR VALUE RECEIVED, the undersigned, TEXAS AUTO CREDIT, INC., a Florida corporation (“Borrower”) hereby promises to pay to the order of this Swing Line NoteSWC SERVICES LLC, except any notices required under a Delaware limited liability company (the “Lender”), the principal sum of _____________and No/100 Dollars ($_________), or, if greater or less, the aggregate unpaid principal amount of the Receivables Loan B Advances made by Lender to Borrower pursuant to the terms of the Loan and Security Agreement (as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Loan and Security Agreement, both principal and interest payable as herein provided in lawful money of the United States of America at the offices of Administrative Agent under the Loan and Security Agreement, or at such other place as from time to time may be designated by the holder of this Receivables Note B (this “Note”). This Note (a) is issued and delivered under that certain Second Amended and Restated Loan and Security Agreement dated as of December 24, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”) among the Borrower, Carbiz USA Inc., a Delaware corporation, Carbiz Auto Credit, Inc., a Florida corporation, Carbiz Auto Credit JV1, LLC, a Florida limited liability company, and Carbiz Auto Credit AQ, Inc., a Florida corporation, certain guarantors party thereto, the Initial Lender, certain other Lenders from time to time party thereto, SWC SERVICES LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the Additional Collateral Agent party thereto, and is a “Note” as defined therein, (b) is subject to the terms and provisions of the Loan and Security Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of the Loan and Security Agreement and certain other Loan Documents (as identified and defined in the Loan and Security Agreement). Payments on this Note shall be made and applied as provided in the Loan and Security Agreement. THIS SWING LINE Reference is hereby made to the Loan and Security Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to capitalized terms used and not defined herein and to the Loan Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto. The principal amount of this Note, together with all interest accrued hereon, shall be due and payable as set forth in the Loan and Security Agreement and is due and payable in full on the Maturity Date applicable to the Revolving Loan. Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest which, under applicable Law, may be contracted for, charged, or received on this Note, EXHIBIT F-4 and this Note is expressly made subject to the provisions of the Loan and Security Agreement which more fully set out the limitations on how interest accrues hereon. Without limiting the terms of the Loan and Security Agreement, if this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrower and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. EXHIBIT F-4 This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Illinois (without regard to principles of conflicts of law), except to the extent the same are governed by applicable federal Law. BORROWER: TEXAS AUTO CREDIT, INC., a Florida corporation By: Name: Its: EXHIBIT F-4 EXHIBIT F-5 INVENTORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKB $____________ _____________ , INCLUDING 20__ Chicago, Illinois FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKVALUE RECEIVED, the undersigned TEXAS AUTO CREDIT, INC., a Florida corporation (“Borrower”) hereby promises to pay to the order of SWC SERVICES LLC, a Delaware limited liability company (the “Lender”), the principal sum of _____________and No/100 Dollars ($_________), or, if greater or less, the aggregate unpaid principal amount of the Inventory Loan B Advances made by Lender to Borrower pursuant to the terms of the Loan and Security Agreement (as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Loan and Security Agreement, both principal and interest payable as herein provided in lawful money of the United States of America at the offices of Administrative Agent under the Loan and Security Agreement, or at such other place as from time to time may be designated by the holder of this Inventory Note B (this “Note”). This Note (a) is issued and delivered under that certain Second Amended and Restated Loan and Security Agreement dated as of December 24, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”) among the Borrower, Carbiz USA Inc., a Delaware corporation, Carbiz Auto Credit, Inc., a Florida corporation, Carbiz Auto Credit JV1, LLC, a Florida limited liability company, and Carbiz Auto Credit AQ, Inc., a Florida corporation, certain guarantors party thereto, the Initial Lender, certain other Lenders from time to time party thereto, SWC SERVICES LLC, a Delaware limited liability company, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and the Additional Collateral Agent party thereto, and is a “Note” as defined therein, (b) is subject to the terms and provisions of the Loan and Security Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of the Loan and Security Agreement and certain other Loan Documents (as identified and defined in the Loan and Security Agreement). Payments on this Note shall be made and applied as provided in the Loan and Security Agreement. Reference is hereby made to the Loan and Security Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to capitalized terms used and not defined herein and to the Loan Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto. The principal amount of this Note, together with all interest accrued hereon, shall be due and payable as set forth in the Loan and Security Agreement and is due and payable in full on the Maturity Date applicable to the Inventory Loan. Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest which, under applicable Law, may be contracted for, charged, or received on this Note, EXHIBIT F-5 and this Note is expressly made subject to the provisions of the Loan and Security Agreement which more fully set out the limitations on how interest accrues hereon. Without limiting the terms of the Loan and Security Agreement, if this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrower and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. EXHIBIT F-5 This Note and the rights and duties of the parties hereto shall be governed by the Laws of the State of Illinois (without regard to principles of conflicts of law), except to the extent the same are governed by applicable federal Law. BORROWER:

BORROWERS. CYPRESS ENERGY PARTNERSTWIN DISC, L.P.INCORPORATED, By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC as a Borrower By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESTWIN DISC INTERNATIONAL, LLC S.P.R.L., as a Borrower By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender By: Name: Title: EXHIBIT A-2 TO CREDIT AGREEMENT A FORM OF SWING LINE NOTE REVOLVING CREDIT Note $[_______] [DATE] The undersigned Borrowers (collectively40,000,000.00 Dated: February 1, the “Borrowers”)2016 FOR VALUE RECEIVED, for value receivedTWIN DISC, hereby INCORPORATED, a Wisconsin corporation, and TWIN DISC INTERNATIONAL, S.P.R.L., a Belgium corporation, jointly and severally hereby promise to pay to [DEUTSCHE BANK AGXXXXX FARGO BANK, NEW YORK BRANCH NATIONAL ASSOCIATION (the “Swing Line Lender”) the principal sum of [AMOUNT] forty million Dollars ($[_______]40,000,000.00) or, if less, the aggregate unpaid principal amount of Swing Line the Loans loaned made by the Swing Line Lender to the Borrowers pursuant to Section 2.1 of the Credit Agreement (as hereinafter defined) or the Existing Credit Agreement, on or before the Maturity Date; together, in each case, with interest on any and all principal amounts remaining unpaid hereunder from time to time. Interest upon the unpaid principal amount hereof shall accrue at the rates, shall be calculated in the manner and shall be payable on the dates set forth in the Credit Agreement. Principal and interest payments hereunder shall be made in the currency of the underlying obligation except as set forth in the Credit Agreement. After maturity, whether by acceleration or otherwise, accrued interest shall be payable upon demand. The Loans made by the Lender to the Borrowers pursuant to the Credit Agreement referred and all payments on account of principal hereof shall be recorded by the Lender and, prior to belowany transfer thereof, in lawful money endorsed on Schedule A attached hereto which is part of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the this Revolving Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid Note or otherwise in accordance with its usual practices; provided, however, that the failure to so record shall not affect the Borrowers’ obligations under this Revolving Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit AgreementNote. This Swing Line Revolving Credit Note is issued pursuant toa Revolving Credit Note referred to in, and is entitled to the benefits of, that certain the Credit Agreement, dated as of December 24February 1, 20132016, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, Borrowers and the several banks and other financial institutions or entities party thereto as “Lenders” Lender (as amended, restated, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”), ) and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunderother Loan Documents. All capitalized Capitalized terms used but not otherwise defined herein shall have the respective meanings specified ascribed thereto in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides Agreement, among other things, contains provisions for the acceleration of the maturity of principal hereof upon the occurrence and during the continuance happening of certain Events of Default stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions specified thereintherein specified. The Borrowers, each for itself and its successors and assigns, Each Borrower hereby waive waives presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and protest or notice of any other notice or formality kind in connection with respect to the enforcement of this Swing Line Revolving Credit Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE REVOLVING CREDIT NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. [signature page follows]

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx Xxxxxx Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxx Xxxxxx Title: Chief Financial Officer VOYETRA TURTLE BEACH, INC., a Delaware cooperation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer BANK OF AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Section 7.11 of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified thereinAmendment. The BorrowersVTB HOLDINGS, each for itself and its successors and assignsINC., hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer ANNEX I

BORROWERS. CYPRESS ENERGY PARTNERSIn exercise of the rights and power conferred upon the Assignee under the Facilities Agreement Dated 24th July 2018, L.P., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President Deed Of Assignment (Third Party Assignment) and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President Power Of Attorney (Third Party) both Dated 12th September 2018 entered between the Assignee and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned Borrowers the said Assignor/Borrower and in respect of the Sale and Purchase Agreement between Assignors and Xxx Xxx Xxx (collectively, “the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line LenderVendor”) ated 12th June 2018, it is hereby proclaimed that the principal sum Assignee/Bank with the assistance of [AMOUNT] the under mentioned Auctioneer. WILL SELL THE PROPERTY DESCRIBED BELOW BY PUBLIC AUCTION ON TUESDAY, THE 05TH DAY OF MARCH 2024 AT 3.00 P.M. AT RAJAN AUCTIONEERS SDN BHD, XX.00X, 0XX XXXXX, XXXXX XXXX XXXXXX, 41000 KLANG, SELANGOR DARUL EHSAN. & alternatively, prospective bidders may submit bids for the property online via xxx.xxxxxxxxxxxxxxxx.xxx ($[_______]For online bidding, please register at least one (1) or, if less, working day before auction day for verification purposes) NOTE: Prospective bidders are advised to: (i) inspect the amount subject property and check on the issuance of Swing Line Loans loaned by separate individual strata title (ii) seek legal advice on all matters in connection with the Swing Line Lender auction sale including the Conditions of Sale herein (iii) conduct an official search on the Parent Title at the relevant Land Office and/or other relevant authorities and (iv) make the necessary enquiries with other relevant authorities as to whether the sale is open to all races or to Malaysia Citizens who are Bumiputras only and also on the other terms of consent to the Borrowers pursuant sale herein prior to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreementauction sale. The Borrowers also jointly successful bidder (" the Purchaser ") shall immediately upon the sale undertake to apply for and severally promise obtain the consent to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(stransfer (if applicable) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until Developer and/or the date of actual payment Proprietor and/or State Authorities or relevant bodies. (v) check and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note verify whether this sale is issued pursuant to, and is entitled subject to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKtax liability.

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, [T SERIES MIDDLE MARKET LOAN FUND LLC, its general partner CYPRESS ENERGY PARTNERSa Delaware limited liability company, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title:] [OTHER BORROWER] Lender Assignment and Acceptance Agreement SCHEDULE I TO LENDER ASSIGNMENT AND ACCEPTANCE AGREEMENT ASSIGNOR ASSIGNEE Percentage interest assigned: President % Assignee Xxxxxx’s remaining Commitment: $ Aggregate outstanding principal amount of Loans assigned to Assignee [Break out by Currency if Loans in Currencies other than $ are outstanding]: $ Aggregate outstanding Letter of Credit Liability assigned to Assignee [Break out by Currency if Letters of Credit in Currencies other than $ are outstanding]: $ Assignment Effective Date (if other than date of Assignment and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC ByAcceptance Agreement): Assignor: Name[name] [address] Attention: Rxxxxxx Xxxxxx TitlePhone: President and Chief Executive Officer Fax: email: Assignee: [name] [address] Attention: Phone: Fax: email: USActive 60418827.3 EXHIBIT A-2 TO CREDIT AGREEMENT I FORM OF SWING LINE QUALIFIED BORROWER PROMISSORY NOTE $[_______] [DATE] The undersigned Borrowers (collectivelyUp to $[ ] New York, New York FOR VALUE RECEIVED, the undersigned [NAME OF QUALIFIED BORROWER], a [FORM OF LEGAL ENTITY] (the “BorrowersMaker”), for value received, hereby jointly and severally promise unconditionally promises to pay to [DEUTSCHE COMMONWEALTH BANK AGOF AUSTRALIA, NEW YORK BRANCH as the Administrative Agent for each of the Lenders under the Credit Agreement (defined below) (the “Swing Line LenderPayee”) ), to the account specified in Section 3.4 of the Credit Agreement, the principal sum of [AMOUNT[ ] DOLLARS ($[_______[ ]) ), or, if less, the unpaid principal amount of Swing Line the Loans loaned made by the Swing Line Lender Payee to the Borrowers Maker pursuant to the terms of the Credit Agreement referred to belowtogether with accrued interest thereon, in lawful money the applicable Currency of the United States of America and related Loan (unless otherwise agreed to by the Payee in immediately available funds, writing) on the date(s) and in the manner Maturity Date or as otherwise provided in the Credit Agreement. The Borrowers also jointly and severally promise Capitalized terms not defined herein shall have the meanings assigned to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, terms in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Revolving Credit Agreement, dated as of December 24November 5, 20132021, by and among Cypress Energy PartnersT SERIES MIDDLE MARKET LOAN FUND LLC, L.P.a Delaware limited liability company, as a borrower, the other borrowers from time to time party thereto, COMMONWEALTH BANK OF AUSTRALIA, as the borrowers’ agentAdministrative Agent, the BorrowersLead Arranger, each additional borrower that becomes the Letter of Credit Issuer and a signatory thereto Lender, and the other Lenders from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities time party thereto as “Lenders” (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The unpaid principal amount of this promissory note (this “Note”) shall be payable in accordance with the terms of Sections 3.2 and 3.4 of the Credit Agreement. The unpaid principal amount of this Note shall bear interest from the date of borrowing until maturity in accordance with Sections 2.6 and 12.13 of the Credit Agreement. Interest on this Note shall be payable in accordance with Sections 3.3, 3.4 and 12.13 of the Credit Agreement. All Borrowings and Rollovers by the Maker, and all payments made with respect thereto, may be recorded by the Payee from time to time on one or more grids which may be attached hereto or by such other method as the Payee may generally employ; provided, however, that failure to make any such entry shall in no way increase, reduce or diminish the Maker’s obligations hereunder. The aggregate unpaid amount of all Borrowings and Rollovers set forth on the grid(s) which may be attached hereto shall, absent manifest error, be rebuttably presumptive evidence of the unpaid principal amount of this Note. This Note has been executed and delivered pursuant to the Credit Agreement and is one of the “Qualified Borrower Notes” referred to therein, and the holder of this Note shall be entitled to the benefits provided in the Credit Agreement. This Note evidences the Swing Line Loans made by under the Swing Line Lender USActive 60418827.3 Credit Agreement to the Borrowers Maker. Reference is hereby made to the Credit Agreement for a statement of: (a) the obligation of the Lenders to make advances thereunder; (b) the prepayment rights and obligations of the Maker; (c) the collateral for the repayment of this Note; and (d) the events upon which the maturity of this Note may be accelerated. All capitalized The Maker may borrow, repay and reborrow hereunder upon the terms used but not defined herein shall have the meanings and conditions specified in the Credit Agreement. This Swing Line The repayment of this Note is also entitled guaranteed by the guaranty of a Borrower. Notwithstanding the foregoing, should any of the events described in Section 10.1(i) or 10.1(j) of the Credit Agreement occur with respect to the benefits Maker, then the principal of and accrued interest on this Note shall become due and payable concurrently therewith without presentment, demand, protest or other notice of any Guaranty and is secured kind, all of which are hereby expressly waived by the CollateralMaker. If this Note, or any installment or payment due hereunder, is not paid when due, whether on the Maturity Date or by acceleration, or if it is collected through a bankruptcy, probate or other court, whether before or after the Maturity Date, the Maker agrees to pay all out-of-pocket costs of collection, including, but not limited to, reasonable attorneys’ fees and expenses incurred by the holder hereof and costs of appeal, in each case, relating solely to the Maker’s obligations hereunder, as provided in the Credit Agreement. All past-due principal of, and, to the extent permitted by applicable law, past-due interest on this Note, shall bear interest at the Default Rate until paid as provided in the Credit Agreement. The Credit Agreement provides Maker and all sureties, endorsers, guarantors and other parties ever liable for payment of any sums payable pursuant to the terms of this Note waive demand, presentment for payment, protest, notice of protest, notice of acceleration (except as specified in Section 10.2 of the maturity Credit Agreement), notice of principal upon intent to accelerate, diligence in collection, the occurrence bringing of any suit against any party, and during any notice of or defense on account of any extensions, renewals, partial payment, or any releases or substitutions of any security, or any delay, indulgence, or other act of any trustee or any holder hereof, whether before or after maturity. This Note and the continuance rights and obligations of certain Events the parties under this Note shall be governed by, and construed and interpreted in accordance with, the laws of Default the State of New York. Reference is hereby made to Section 12.16 of the Credit Agreement, the provisions of which are hereby incorporated by reference in this Note as if fully set forth herein, with respect to the payment and for prepayments on performance of the Maker’s obligations hereunder. By its execution hereof, the Maker hereby agrees to be bound by the terms and conditions specified thereinof the Credit Agreement as a Qualified Borrower as if it were a signature party thereto. The Borrowers, each Maker’s address for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice notices pursuant to Section 12.6 of dishonor, protest, demand, non-payment and any other notice or formality with respect the Credit Agreement is specified below the Maker’s signature on the following page. Subject to the enforcement rights of this Swing Line Note, the Administrative Agent under Section 11.10 of the Credit Agreement and except any notices required as permitted under the terms Section 12.11 of the Credit Agreement, this Note may not be assigned to any other Person. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKUSActive 60418827.3 Executed on the date first above written.

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx Xxxxxx Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxx Xxxxxx Title: Chief Financial Officer VOYETRA TURTLE BEACH, INC., a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer TBC HOLDING COMPANY LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer PERFORMANCE DESIGNED PRODUCTS LLC, a California limited liability company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer and Secretary FOURTH AMENDMENT AND JOINDER TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (TURTLE BEACH) SIGNATURE PAGE BANK OF AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Executive Officer EXHIBIT A-2 FOURTH AMENDMENT AND JOINDER TO CREDIT AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] (TURTLE BEACH) SIGNATURE PAGE GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in Section 6.11 of the Credit AgreementAmendment. This Swing Line Note is issued pursuant to[Signature Page Follows] VTB HOLDINGS, INC., a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer TBC HOLDING COMPANY LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer GUARANTOR CONSENT TO FOURTH AMENDMENT AND JOINDER TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (TURTLE BEACH) SIGNATURE PAGE Exhibit A Attached hereto Exhibit B to Fourth Amendment and Joinder to Amended and Restated Loan, Guaranty and Security Agreement Exhibit A to Fourth Amendment and Xxxxxxx to Amended and Restated Loan, Guaranty and Security Agreement AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of March 5, 2018 TURTLE BEACH CORPORATION (FORMERLY KNOWN AS PARAMETRIC SOUND CORPORATION), as a US Borrower and a UK Guarantor VOYETRA TURTLE BEACH, INC., as a US Borrower and a UK Guarantor TURTLE BEACH EUROPE LIMITED, as UK Borrower, TBC HOLDING COMPANY LLC, as a US Borrower and a UK Guarantor, PERFORMANCE DESIGNED PRODUCTS LLC, as a US Borrower and a UK Guarantor, and is entitled to the benefits ofVTB HOLDINGS, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P.INC., as the borrowers’ agenta US Guarantor and a UK Guarantor, the BorrowersBANK OF AMERICA, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York BranchN.A., as lenderAgent, issuing bank, swing line lender Xxxx Lead Arranger and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS Sole Bookrunner TABLE OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.CONTENTS Page

BORROWERS. CYPRESS ENERGY PARTNERSThe undersigned, L.P.each an Existing Borrower, By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[as defined in the Joinder Agreement (the “Joinder Agreement”) dated as of June _______] [DATE] The undersigned Borrowers , 2008 made by THP/NDEx AIV Corp., THP/NDEx AIV L.P., National Default Exchange Holdings, L.P., National Default Management, Inc., National Default Exchange GP, LLC, National Default Exchange LP, NDEx Technologies, LLC, NDEx West, LLC and NDEx Title Services, LLC in favor of U.S. Bank National Association, as Agent for the Banks under the Credit Agreement (collectively, each as defined in the “Borrowers”Joinder Agreement), for value receivedeach acknowledges receipt of the Joinder Agreement and acknowledges and affirms that each Loan Document, as modified by the Joinder Agreement, is hereby jointly ratified and severally promise confirmed in all respects and all terms, conditions and provisions of each Loan Document, except as modified by the Joinder Agreement, shall remain unmodified and in full force and effect. All references in any document or instrument to pay any Loan Document are hereby amended and shall refer to [DEUTSCHE BANK AGsuch Loan Document as modified by the Joinder Agreement. XXXXX MEDIA COMPANY, as a Borrower and as Borrowers’ Agent By: Xxxxx Xxxxxx Executive Vice President and Chief Financial Officer XXXXX FINANCE COMPANY XXXXX PUBLISHING COMPANY XXXXX PUBLISHING FINANCE COMPANY XXXX COMPANY LONG ISLAND BUSINESS NEWS, INC. DAILY JOURNAL OF COMMERCE, INC. LAWYER’S WEEKLY, INC. LEGAL LEDGER, INC. THE JOURNAL RECORD PUBLISHING CO. DAILY REPORTER PUBLISHING COMPANY NEW YORK BRANCH ORLEANS PUBLISHING GROUP, INC. NOPG, L.L.C. WISCONSIN PUBLISHING COMPANY LEGAL COM OF DELAWARE, INC. MISSOURI LAWYERS MEDIA, INC. THE DAILY RECORD COMPANY IDAHO BUSINESS REVIEW, INC. FINANCE AND COMMERCE, INC. COUNSEL PRESS, LLC ARIZONA NEWS SERVICE, LLC XXXXX DLN LLC XXXXX APC LLC AMERICAN PROCESSING COMPANY, LLC By: Xxxxx Xxxxxx Vice President EXHIBIT G TO FIRST AMENDMENT JOINDER AGREEMENT (the “Swing Line Lender”SECURITY AGREEMENT) the principal sum (See Attached) JOINDER AGREEMENT (SECURITY AGREEMENT) This JOINDER AGREEMENT (SECURITY AGREEMENT), dated as of [AMOUNT] ($[July _______]) or, if less2008 (this “Agreement”), is made and given by NATIONAL DEFAULT EXCHANGE HOLDINGS, L.P., a Delaware limited partnership, THP/NDEX AIV CORP., a Delaware corporation, THP/NDEX AIV L.P., a Delaware limited partnership, NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC., a Delaware corporation, NATIONAL DEFAULT EXCHANGE GP, LLC, a Delaware limited liability company, NATIONAL DEFAULT EXCHANGE LP, a Delaware limited partnership, NDEX TECHNOLOGIES, LLC, a Texas limited liability company, NDEX WEST, LLC, a Delaware limited liability company, and NDEX TITLE SERVICES, LLC, a Texas limited liability company (individually, a “Joining Party” and, collectively, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to“Joining Parties”), and is entitled delivered to the benefits of, Secured Party (as defined below) pursuant to Section 27 of that certain Credit Security Agreement, dated as of December 24August 31, 2013, by and among Cypress Energy Partners, L.P., 2004 (as the borrowers’ agentsame may be amended, the Borrowers, each additional borrower that becomes a signatory thereto supplemented or supplemented from time to time, Deutsche the “Security Agreement”), among each Grantor thereto from time to time and U.S. Bank AG, New York BranchNational Association, as lenderAgent for the Banks (the “Secured Party”) under that certain Second Amended and Restated Credit Agreement dated as of August 8, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among each Grantor, Xxxxx Media Company, as the Borrowers’ Agent, the banks from time to time party thereto (the “Banks”), and evidences U.S. Bank National Association, as Agent for the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunderBanks. All capitalized Capitalized terms used but not defined herein shall have the meanings specified assigned to such terms in the Credit Security Agreement. This Swing Line Note is also entitled Pursuant to Section 27 of the Security Agreement, by its execution of this Agreement, each Joining Party becomes a party to the benefits Security Agreement bound by all of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified thereinthereof, and, from and after the date hereof, is a Grantor entitled to all of the rights and benefits and bound by all of the obligations of a Grantor under the Security Agreement. Each Joining Party hereby acknowledges that by becoming a party to the Security Agreement such Joining Party has granted, and hereby does grant, to the Secured Party for the benefit of the Secured Party and the Banks a Security Interest in all of such Joining Party’s right, title, and interest in and to the Collateral as set forth in Section 2 of the Security Agreement. The BorrowersJoining Parties’ legal names (as set forth in their respective constituent documents filed with the appropriate governmental official or agency) and jurisdictions of organization are as set forth in the opening paragraph hereof. The organizational numbers, if any, of the Joining Parties, and the addresses of the chief places of business and chief executive offices of the Joining Parties, are set forth under the Joining Parties’ signatures hereto. The Joining Parties hereby ratify, as of the date hereof, and agree to be bound jointly and severally with each other Joining Party and Grantor, by, all of the terms, provisions, obligations and conditions applicable to a Grantor in the Security Agreement. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by different parties hereto in separate counterparts, each for itself of which when so executed and its delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, other legal representatives, successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect shall inure to the enforcement of this Swing Line Note, except any notices required under the terms benefit of the Credit AgreementSecured Party, its successors and assigns and shall be governed by the laws of the State of Minnesota without reference to principles of conflict of laws. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK[The next page is the signature page.]

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERSSONIDA BROWNSBURG IN, LLC CYPRESS ENERGY PARTNERS-TIRSONIDA PLAINFIELD IN, LLC CSL CE ARLINGTON, LLC CSL CE COLLEGE STATION, LLC CSL CE CONROE, LLC CSL REMINGTON, LLC CSL CE STEPHENVILLE, LLC CSL COTTONWOOD, LLC CSL GEORGETOWNE, LLC CSL AUTUMN XXXX, LLC CSL ROSE ARBOR, LLC CSL FITCHBURG, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Pxxxx Xxxxxxx X. Xxxxxx III Xxxxx Title: President [ALLY/SONIDA—SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT] GUARANTOR/PLEDGOR ACKNOWLEDGEMENT AND AGREEMENT Each undersigned Guarantor and/or Pledgor hereby consents to the execution, delivery and performance of the foregoing Second Amendment to, Consent and Waiver under Term Loan Agreement and ratifies and confirms its obligations under, as applicable, its Guaranty, Pledge Agreement, and each other Loan Document to which it is a party. This acknowledgment may be executed and delivered by electronic means and shall be governed and construed in accordance with the laws of the State of New York. Capitalized terms used in this acknowledgment but not otherwise defined shall have the meanings given to such terms in such Second Amendment to, Consent and Waiver under Term Loan Agreement or if not defined in such Second Amendment to, Consent and Waiver under Term Loan Agreement, in the Loan Agreement referenced therein. GUARANTORS: SONIDA SENIOR LIVING, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESCAPITAL SENIOR LIVING PROPERTIES INC., LLC a Texas corporation By: /s/ Xxxxxxx X. Xxxxx Name: Rxxxxxx Xxxxxx Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer EXHIBIT A-2 CAPITAL SENIOR LIVING PROPERTIES 4, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President [ALLY/SONIDA - SECOND AMENDMENT TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______AND WAIVER UNDER TERM LOAN AGREEMENT] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P.ADMINISTRATIVE AGENT: ALLY BANK, as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York BranchAdministrative Agent By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory LENDERS: ALLY BANK, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory [ALLY/SONIDA - SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT] Exhibit A Marked Copy of Loan Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx Xxxxxx Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxx Xxxxxx Title: Chief Financial Officer, Treasurer and Secretary VOYETRA TURTLE BEACH, INC., a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer, Treasurer and Secretary TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer, Treasurer and Secretary BANK OF AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Loan Agreement,” “thereunder,” “thereof’ or words of like import shall mean and be a reference to the Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Section 6.11 of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified thereinAmendment. The BorrowersVTB HOLDINGS, each for itself and its successors and assignsINC., hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.a Delaware corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxxxxx Xxxxx Name: Pxxxx X. Xxxxxx III Xxxxxxx Xxxxx Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESand President VOYETRA TURTLE BEACH, LLC INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxx Name: Rxxxxxx Xxxxxx Xxxxxxx Xxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM and President TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director BANK OF SWING LINE NOTE $[_______] [DATE] AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President GUARANTOR CONSENT The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender consent to the Borrowers pursuant foregoing Amendment and hereby (a) confirm and agree that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to the Credit Agreement referred which it is a party is, and shall continue to belowbe, in lawful money full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowersforegoing Amendment, each additional borrower that becomes a signatory thereto from time reference in any Loan Document to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), “thereunder”, “thereof” or words of like import shall mean and evidences the Swing Line Loans made by the Swing Line Lender be a reference to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured , as amended by the Collateral. The Credit Agreement provides for foregoing Amendment, (b) confirm and agree that the acceleration pledge and security interest in the Collateral granted by it pursuant to any Security Documents to which it is a party shall continue in full force and effect, (c) acknowledge and agree that such pledge and security interest in the Collateral granted by it pursuant to such Security Documents shall continue to secure the Obligations purported to be secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the release set forth in Section 7.11 of the maturity of principal upon the occurrence Amendment. PSC LICENSING CORP., a California corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The BorrowersPresident VTB HOLDINGS, each for itself and its successors and assignsINC., hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.a Delaware corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx

BORROWERS. CYPRESS ENERGY PARTNERSTURTLE BEACH CORPORATION, L.P.a Nevada corporation, formerly known as Parametric Sound Corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: /s/ Xxxx X. Xxxxxx Name: Pxxxx Xxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: Chief Financial Officer VOYETRA TURTLE BEACH, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer BANK OF AMERICA, N.A., as Agent and Lender By: /s/ Xxxxxxx Xxx Xxxxxxxxxx Name: Xxxxxxx Xxx Xxxxxxxxxx Title: Senior Vice President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] GUARANTOR CONSENT The undersigned Borrowers hereby consents to the foregoing Amendment and hereby (collectivelya) confirms and agrees that notwithstanding the effectiveness of the foregoing Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the foregoing Amendment, each reference in any Loan Document to the “Borrowers”)Loan Agreement,” “thereunder,” “thereof” or words of like import shall mean and be a reference to the Loan Agreement, for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned as amended by the Swing Line Lender to foregoing Amendment, (b) confirms and agrees that the Borrowers pledge and security interest in the Collateral granted by it pursuant to the Credit Agreement referred any Security Documents to belowwhich it is a party shall continue in full force and effect, in lawful money of the United States of America (c) acknowledges and in immediately available funds, on the date(s) agrees that such pledge and security interest in the manner provided in Collateral granted by it pursuant to such Security Documents shall continue to secure the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest Obligations purported to be paid in accordance with secured thereby, as amended or otherwise affected hereby, and (d) agrees to be bound by the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum release set forth in Section 6.11 of the Credit AgreementAmendment. This Swing Line Note is issued pursuant toVTB HOLDINGS, and is entitled INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer Guarantor Consent to the benefits ofTenth Amendment to Loan, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Security Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

BORROWERS. CYPRESS ENERGY PARTNERSPioneer Financial Services, L.P.Inc., a Missouri corporation Military Acceptance Corporation, Inc., a Nevada corporation By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC By: Name: Pxxxx X. Xxxxxx III Name: Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESTitle: Pioneer Military Lending of Nevada, LLC LLC, a Nevada limited liability company Pioneer Funding, Inc., a Nevada corporation By: By: Name: Rxxxxxx Xxxxxx Name: Title: President and Chief Executive Officer Title: Pioneer Military Lending of Georgia, LLC, a Georgia limited liability company By: Name: Title: SCHEDULE A TO CERTIFICATE REGARDING OPINION DISCLOSURES BY PIONEER FINANCIAL SERVICES, INC., AND ITS SUBSIDIARIES None. 12 EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE K SECURED SINGLE PAY TERM NOTE $[PIONEER FINANCIAL SERVICES, INC. AND CERTAIN SUBSIDIARIES SENIOR NOTE $ _______] [DATE] The undersigned Borrowers (collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]____________ and interest ___________________, __________ FOR VALUE RECEIVED, each of the undersigned, promise to pay to ____________________________ (herein the “Bank”), or order, on the Single Pay Term Note Expiry Date (“Expiry Date”) or, if lessshown in the Credit Facility Letter described below, the principal amount of Swing Line Loans loaned ___________________________________________ ($________________) or such lesser aggregate amount of advances as have been made by the Swing Line Lender to the Borrowers Bank pursuant to the Credit Agreement referred to belowFacility Letter described below and which remain outstanding, which amount shall be due and payable in lawful money of the United States of America and in immediately available funds, funds on the date(s) Expiry Date. Each of the undersigned further promise to pay interest and principal when due, to the Bank at the Bank’s office located at _______________________ or such other office of the Bank as the Bank may direct in writing. Each of the manner provided in the Credit Agreement. The Borrowers also jointly and severally undersigned further promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until paid in full at the rates and at the times as follows: An advance will bear interest __________________________, as determined by the Bank, in its sole discretion for fixed periods selected by the undersigned (but not to extend beyond the Expiry Date). Interest is payable monthly in arrears on the tenth day of each month, or on the date of actual any payment or part payment of any advance. Any amount which is not paid when due hereunder shall bear interest until paid in full at the Bank’s prime rate of interest plus two percent per annum. Interest hereunder shall be computed on the basis of days elapsed and assuming a 360-day year. Unless otherwise defined herein, all terms defined or referenced in that certain Secured Senior Lending Agreement dated as of June 12, 2009 (the “Lending Agreement”) among each of the undersigned, the Banks, and before certain other financial institutions, will have the same meanings herein as well therein. This Note is a “Note” referred to in the “Credit Facility Letter” dated ___________, _______, and is one of the Single Pay Term Notes referred to in the Lending Agreement among each of the undersigned, the Bank, and certain other financial institutions reference to which is hereby made for a complete statement of all terms and conditions applicable to this Note which are hereby incorporated by reference. The makers, endorsers, sureties and all other persons who may become liable for all or any part of this obligation severally waive presentment for payment, protest and notice of nonpayment. Said parties consent to any extension of time (whether one or more) of payment hereof, release of all or any part of the security for the payment hereof or release of any party liable for the payment of this obligation. Any such extension or release may be made without notice to any such party and without discharging such party’s liability hereunder. EXPIRY DATE:__________ PIONEER FINANCIAL SERVICES, INC. a Missouri Corporation By: Name: Title: 4000 Xxxxxxxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 Tax Identification No. 40-0000000 Note No. ________ PIONEER MILITARY LENDING OF NEVADA, LLC, a Nevada Limited Liability Company PIONEER MILITARY LENDING OF GEORGIA, LLC, a Georgia Limited Liability Company By: By: Name: Name: Title: Title: PIONEER FUNDING, INC., a Nevada Corporation MILITARY ACCEPTANCE CORPORATION, INC., a Nevada Corporation By: By: Name: Name: Title: Title: EXHIBIT L PIONEER FINANCIAL SERVICES SUBSIDIARY LISTING (OPERATING SUBSIDIARIES) AS OF THE EFFECTIVE DATE Pioneer Military Lending of Nevada, LLC Pioneer Military Lending of Georgia, LLC Military Acceptance Corporation, Inc. Pioneer Funding, Inc. Pioneer Military Insurance Company Pioneer Sales Services GMBH Armed Services Benefits EXHIBIT M SECURED SUBSIDIARY REVOLVING GRID NOTE $______________________ and Interest June 12, 2009 PAYMENTS, DISBURSEMENTS AND INTEREST FOR VALUE RECEIVED, the undersigned “Maker” promises to pay to the order of Pioneer Financial Services, Inc., a Missouri corporation, (hereinafter called “Lender”), at its main office, ON DEMAND, the principal sum of _______________________________ or such other lesser amount as after judgmentshall be noted on the Schedule of Disbursements and Payments of Principal included herein or attached hereto pursuant to the authority set forth herein, together with interest on the unpaid principal balance hereof from time to time outstanding from date(s) computed of disbursement(s) until paid, at the rate of nine percent per annum set forth with all interest calculated and payable monthly in arrears, based on the Credit Agreementmonth-end balance. This Swing Line Note is issued pursuant toUnless Lender, and is entitled to the benefits ofin its sole discretion, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto may from time to timetime otherwise direct, Deutsche Bank AGall payments shall be applied first to payment of accrued interest, New York Branchand then to reduction of the principal sum due hereunder. This note shall bear interest after maturity, as lenderwhether by reason of acceleration or otherwise, issuing bankat a rate of interest equal to two percent (2%) in excess of the rate stated above until paid in full, swing line lender and collateral agentsuch interest shall be compounded annually if not paid annually. Any part of the outstanding principal balance hereof may be paid prior to maturity and if less than the full amount due hereunder is paid, Deutsche Bank Trust Company Americasthe undersigned may from time to time until maturity receive, as administrative agentbut the Lender has no commitment to make, further disbursements hereunder; provided, however, the aggregate amount of all principal amounts outstanding hereunder shall at no time exceed the face amount of this Note; and provided further, that each and every disbursement made under this Subsidiary Revolving Grid Note shall be at the Lender’s sole discretion. In the event the undersigned pays any part of the principal balance hereof prior to maturity or, in accordance with the terms hereof, receives any additional disbursements of principal hereunder, the principal amount due hereunder shall presumptively be the last amount stated to be the Unpaid Principal Balance of Note on the Schedule of Disbursements and Payments of Principal, and the several banks undersigned hereby authorize(s) the Lender to make notations on the Schedule of Disbursements and other financial institutions Payments of Principal (or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified Lender’s computer-generated grid) from time to time, the “Credit Agreement”), time to evidence payments and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKdisbursements hereunder.

BORROWERS. CYPRESS ENERGY PARTNERSCH2M HILL COMPANIES, L.P.LTD., By: Cypress General Partners GP, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC an Oregon corporation By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCESCH2M HILL, LLC INC., a Florida corporation By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer OPERATIONS MANAGEMENT INTERNATIONAL, INC., a California corporation By: Name: Title: CH2M HILL INDUSTRIAL DESIGN CORPORATION, an Oregon corporation By: Name: Title: 6 LENDERS: XXXXX FARGO BANK, N.A. By: Name: Title: XXXXXX TRUST AND SAVINGS BANK By: Name: Title: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: THE BANK OF TOKYO-MITSUBISHI, LTD. By: Name: Title: BANK OF AMERICA, N.A. By: Name: Title: 7 AGENT: XXXXX FARGO BANK, N.A. By: Name: Title: ISSUING BANK: XXXXX FARGO BANK, N.A. By: Name: Title: EXHIBIT A-2 27A TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] The undersigned 23,000,000 Operating Lease Collateral All right, title and interest of the Borrowers in (collectivelyi) the Leased Property and all proceeds of the conversion, voluntary or involuntary, of the “Borrowers”foregoing into cash, investments, securities or other property, (ii) the Construction Management Agreement and the General Contract, (iii) each other Construction Agreement, (iv) contracts and warranties necessary to operate and maintain the Leased Property or otherwise specifically related to the Leased Property, (v) the Mortgaged Property, (vi) any rights to Liquidated Damages (other than Liquidated Damages resulting from a Delay Event), rebates, offset or other warranty payments, or assignment under a purchase order, invoice or purchase agreement with any manufacturer of or contractor for value receivedany portion of the Facility, hereby jointly including the Construction Manager and severally promise the General Contractor, (vii) all insurance policies required to pay to [DEUTSCHE BANK AG, NEW YORK BRANCH (the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers be maintained pursuant to the Credit Agreement referred to below$23,000,000 Operating Lease Documents, in lawful money (viii) the Proceeds Account and (ix) all products, excess successions, subleases, rents, issues, profits, products, returns, income and proceeds of and from any or all of the United States foregoing (including proceeds from any of America the foregoing), and in immediately available fundsto the extent not otherwise included, on all payments under insurance (whether or not any Borrower is the date(sloss payee thereof) and in or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the manner provided in the Credit Agreementforegoing. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided All capitalized terms herein not otherwise defined in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified meaning given such terms in the Credit Agreement$23,000,000 Operating Lease Documents. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit Agreement. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.EXHIBIT 27B TO CREDIT AGREEMENT $23,000,000 Operating Lease Documents

BORROWERS. CYPRESS ENERGY PARTNERS, L.P., By: Cypress General Partners GPXXXXXX & NOBLE COLLEGE BOOKSELLERS, LLC, its general partner CYPRESS ENERGY PARTNERSa Delaware limited liability company B&N EDUCATION, LLC CYPRESS ENERGY PARTNERS-TIRLLC, LLC a Delaware limited liability company By: Name: Pxxxx X. Xxxxxx III Title: President and Chief Executive Officer TULSA INSPECTION RESOURCES, LLC By: Name: Rxxxxxx Xxxxxx Title: President and Chief Executive Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE Form of Swing Line Note PROMISSORY NOTE $(Swing Line) [_______] [DATE] The ______], 2015 FOR VALUE RECEIVED, the undersigned Borrowers (individually, a “Borrower” and, collectively, the “Borrowers”), for value received, hereby jointly and severally promise to pay to [DEUTSCHE BANK AGthe order of Bank of America, NEW YORK BRANCH N.A., a national banking association with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter, with any subsequent holders, the “Swing Line Lender”) the principal sum of [AMOUNT] ($[_______]) or, if less), the aggregate unpaid principal amount of Swing Line Loans loaned made by the Swing Line Lender to or for the Borrowers account of any Borrower pursuant to the Credit Agreement referred to below, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24August 3, 2013, by and among Cypress Energy Partners, L.P., as the borrowers’ agent, the Borrowers, each additional borrower that becomes a signatory thereto from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by, among others, (i) the Borrowers, (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and evidences (iv) the Swing Line Loans made by the Lender, (v) Bank of America, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender Lender, (vi) JPMorgan Chase Bank, N.A., Xxxxx Fargo Bank, National Association, and SunTrust Bank, as Co-Syndication Agents and (vii) Citizens Bank, N.A. and Regions Bank, as Co-Documentation Agents, with interest at the rate and payable in the manner stated therein. This is a “Swing Line Note” to which reference is made in the Borrowers thereunderCredit Agreement and is subject to all terms and provisions thereof. All capitalized The principal of, and interest on, this Swing Line Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used but herein and not defined herein shall have the meanings specified assigned to such terms in the Credit Agreement. This The Administrative Agent’s books and records concerning the Swing Line Note is also entitled Loans, the accrual of interest thereon, and the repayment of such Swing Line Loans, shall be prima facie evidence of the indebtedness to the benefits Swing Line Lender hereunder, absent manifest error. No delay or omission by any Agent or the Swing Line Lender in exercising or enforcing any of such Agent’s or the Swing Line Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration Default shall operate as a waiver of the maturity of principal upon the occurrence and during the continuance of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement Default, nor as a continuing waiver of any such Default. Each Borrower, and each endorser and guarantor of this Swing Line Note, except waives presentment, demand, notice, and protest, and also waives any notices required under delay on the terms part of the Credit Agreementholder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Swing Line Lender with respect to this Swing Line Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Swing Line Note. This Swing Line Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors and assigns, and shall inure to the benefit of the Swing Line Lender and its successors, endorsees, and assigns. The liabilities of each Borrower, and of any endorser or guarantor of this Swing Line Note, are joint and several, provided, however, the release by any Agent or the Swing Line Lender of any one or more such Persons shall not release any other Person obligated on account of this Note. Each reference in this Swing Line Note to any Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. THIS SWING LINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORKYORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING FOR SUCH PURPOSES GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK1402). Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by reference as if fully set forth herein, and each Borrower makes the waivers set forth therein and herein knowingly, voluntarily, and intentionally, and understands that the Agents and the Swing Line Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Swing Line Note, are each relying thereon.

BORROWERS. CYPRESS ENERGY PARTNERSTHE COAST DISTRIBUTION SYSTEM, L.P., INC. By: Cypress General Partners GP/s/ XXXXXX X. XXXXX Title: Executive Vice President & Chief Financial Officer UNITED SALES & WAREHOUSE OF TEXAS, LLC, its general partner CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS-TIR, LLC INC. By: Name: Pxxxx /s/ XXXXXX X. Xxxxxx III XXXXX Title: Executive Vice President and & Chief Executive Financial Officer TULSA INSPECTION RESOURCESC/P PRODUCTS, LLC CORP. By: Name: Rxxxxxx Xxxxxx /s/ XXXXXX X. XXXXX Title: Executive Vice President and & Chief Financial Officer MOHAWK TRAILER SUPPLY, INC. By: /s/ XXXXXX X. XXXXX Title: Executive Vice President & Chief Financial Officer EXHIBIT A-2 TO CREDIT AGREEMENT FORM OF SWING LINE NOTE $[_______] [DATE] LES SYSTEMES DE DISTRIBUTION COAST (CANADA) INC. THE COAST DISTRIBUTION SYSTEM (CANADA) INC. By: /s/ XXXXXX X. XXXXX Title: Executive Vice President & Chief Financial Officer GUARANTOR’S ACKNOWLEDGMENT The undersigned Borrowers guarantor acknowledges that Bank of America, N.A., (collectivelyin its individual capacity, the “BorrowersUS Lender”), acting by and through Bank of America, N.A., as agent for value receivedUS Lender (in such capacity, hereby jointly “Agent”) and severally promise Bank of America, N.A. (acting through its Canada branch), (“Canadian Lender”) (US Lender, acting through Agent, and Canadian Lender are referred to pay collectively as “Lender”) have no obligation to [DEUTSCHE BANK AGprovide it with notice of, NEW YORK BRANCH or to obtain its consent to, the terms of the foregoing Tenth Amendment (the “Swing Line LenderTenth Amendment”) the principal sum of [AMOUNT] ($[_______]) or, if less, the amount of Swing Line Loans loaned by the Swing Line Lender to the Borrowers pursuant to the Credit Third Amended and Restated Loan and Security Agreement referred to belowdated August 30, in lawful money of the United States of America and in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement. The Borrowers also jointly and severally promise to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest to be paid in accordance with the Credit Agreement, from the date hereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement. This Swing Line Note is issued pursuant to, and is entitled to the benefits of, that certain Credit Agreement, dated as of December 24, 2013, by and among Cypress Energy Partners, L.P.2005, as the borrowers’ agentamended, the Borrowers, each additional borrower that becomes a signatory thereto modified or supplemented from time to time, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, Deutsche Bank Trust Company Americas, as administrative agent, and the several banks and other financial institutions or entities party thereto as “Lenders” (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Swing Line Loans made by the Swing Line Lender to the Borrowers thereunder. All capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. This Swing Line Note is also entitled to the benefits of any Guaranty and is secured by the Collateral. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence undersigned guarantor nevertheless: (i) acknowledges and during the continuance of certain Events of Default and for prepayments on agrees to the terms and conditions specified therein. The Borrowers, each for itself and its successors and assigns, hereby waive presentment, diligence, protest and demand and notice of dishonor, protest, demand, non-payment and any other notice or formality with respect to the enforcement of this Swing Line Note, except any notices required under the terms of the Credit AgreementTenth Amendment; and (ii) acknowledges that its guaranty remains fully valid, binding, and enforceable. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING FOR SUCH PURPOSES SECTIONS 59002-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.1288 QUEBEC INC. By: /s/ XXXXXX X. XXXXX Title: Executive Vice President & Chief Financial Officer