Item 1.01 Entry Into a Material Definitive Agreement.

On January 1, 2020, Cypress Energy Partners, L.P. (the "Partnership") and Cypress Energy Partners GP, LLC (the "General Partner"), the general partner of the Partnership, entered into the Second Amended and Restated Omnibus Agreement (the "Second Amended and Restated Omnibus Agreement") with Cypress Energy Partners, LLC, Tulsa Inspection Resources, LLC, Tulsa Inspection Resources - Canada ULC, Cypress Energy Holdings, LLC ("Cypress Holdings"), Cypress Energy Management, LLC and Cypress Energy Investments, LLC.

The Second Amended and Restated Omnibus Agreement amends and restates the Amended and Restated Omnibus Agreement, dated February 20, 2015, to, among other things, remove provisions relating to the payment of an annual administrative fee previously paid in quarterly installments to Cypress Holdings as consideration for providing the Partnership with certain partnership overhead services, including for certain executive management services by certain officers of the General Partner, compensation expenses for all employees required to manage and operate the Partnership's business and general and administrative expenses the Partnership incurred as a result of being a publicly traded partnership.

The foregoing description of the Second Amended and Restated Omnibus Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Omnibus Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.   Description
10.1*           Second Amended and Restated Omnibus Agreement, dated January 1,
              2020, by and among Cypress Energy Partners, L.P., Cypress Energy
              Partners GP, LLC, Cypress Energy Partners, LLC, Tulsa Inspection
              Resources, LLC, Tulsa Inspection Resources Canada ULC, Cypress
              Energy Holdings, LLC, Cypress Energy Management, LLC and Cypress
              Energy Investments, LLC.

* filed herewith

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