CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
 by and among
 COMPRESSCO, INC.,
 COMPRESSCO FIELD SERVICES, INC.,
 COMPRESSCO CANADA, INC.,
 COMPRESSCO DE MEXICO, S. DE R.L. DE C.V.,
 COMPRESSCO PARTNERS GP INC.,
 COMPRESSCO PARTNERS, L.P.,
 COMPRESSCO PARTNERS OPERATING, LLC,
 COMPRESSCO NETHERLANDS B.V.,
 COMPRESSCO HOLDINGS, LLC,
 COMPRESSCO NETHERLANDS COÖPERATIEF U.A.,
 COMPRESSCO PARTNERS SUB, INC.,
 TETRA INTERNATIONAL INCORPORATED,
 PRODUCTION ENHANCEMENT MEXICO, S. DE R.L. DE C.V.,
 and
 TETRA TECHNOLOGIES, INC.
 Dated as of June 20, 2011




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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
 Agreement Compressco CFSI Cansub (sociedad de responsibilidad limitada de capital variable) CP Mexico General Partner Partnership OPCO Compressco Dutch BV Compressco
Holdings Compressco Dutch Co-op MLP Sub TII (sociedad de responsibilidad limitada de capital variable) PE Mexico TETRA Party  Parties
 RECITALS
 WHEREAS Delaware LP Act
 WHEREAS IPO
 WHEREAS
 A.1
    
    CFSI formed Compressco Leasing, LLC (Leaseco) under the terms of the Delaware
Limited Liability Company Act (the Delaware LLC Act) and contributed $1,000 to
Leaseco in exchange for all of the membership interests in Leaseco (all such membership
interests, the Leaseco Interests).
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A.2
    
    CFSI sold to Leaseco all of CFSIs right, title and interest in and to the
Compressor Units owned and used by CFSI to conduct CFSIs U.S.-based production
enhancement services business, including, but not limited to, Compressor Units set
forth on Schedule 1 (such Compressor Units, the U.S. Service Compressor
Units) in exchange for an obligation by Leaseco to pay to CFSI an amount of
$11,931,204.91 (such obligation, the Leaseco Loan) under that Inter-Company Loan
Agreement by and between CFSI and Leaseco, dated as of March 31, 2011 (the Leaseco
Loan Agreement), and thereafter Leaseco leased the U.S. Service Compressor Units to
CFSI.A.3
    
    CFSI formed Compressco Mexico Investment I, LLC (Mexico Sub 1) under the
terms of the Delaware LLC Act and contributed $1,000 to Mexico Sub 1 in exchange for
all of the membership interests in Mexico Sub 1 (all such membership interests, the
Mexico Sub 1 Interests).A.4
    
    CFSI formed Compressco Mexico Investment II, LLC (Mexico Sub 2) under the
terms of the Delaware LLC Act and contributed $1,000 to Mexico Sub 2 in exchange for
all of the membership interests in Mexico Sub 2 (all such membership interests, the
Mexico Sub 2 Interests).A.5
    
    Mexico Sub 1 and Mexico Sub 2 formed CP Mexico under Mexico laws and
contributed MXN $1,530 and MXN $1,470, respectively, to CP Mexico, in exchange for 51%
and 49% of the membership interests, respectively, in CP Mexico.A.6
    
    CFSI formed the General Partner under the terms of the Delaware General
Corporation Law (the DGCL) and contributed $1,000 to the General Partner in exchange
for all of the shares of common stock of the General Partner.A.7
    
    CFSI and the General Partner formed the Partnership under the terms of the
Delaware LP Act and contributed $999 and $1, respectively, to the Partnership in
exchange for a 99.9% limited partner interest (the Initial LP Interest) and a 0.1%
general partner interest (the Initial GP Interest), respectively, in the Partnership.A.8
    
    CFSI formed OPCO under the terms of the Delaware LLC Act and contributed $1,000
to OPCO in exchange for all of the membership interests in OPCO (all such membership
interests, the OPCO Interests).A.9
    
    CFSI formed Compressco Field Services International, LLC (Argentina Sub 1)
under the Delaware LLC Act and contributed $1,000 to Argentina Sub 1 in exchange for
all of the membership interests in Argentina Sub 1 (all such membership interests, the
Argentina Sub 1 Interests).A.10
    
    CFSI formed Compressco International, LLC (Argentina Sub 2) under the
Delaware LLC Act and contributed $1,000 to Argentina Sub 2 in exchange for all of the
membership interests in Argentina Sub 2 (all such membership interests, the Argentina
Sub 2 Interests).
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A.11
    
    CFSI and TII formed Compressco de Argentina S.R.L. (Compressco Argentina)
under Argentina laws and contributed $12,600, represented by 3,600 limited liability
company interests, and $1,400, represented by 400 limited liability company interests,
respectively, to Compressco Argentina in exchange for 90% and 10% of the limited
liability company interests, respectively, in Compressco Argentina, and thereafter CFSI
contributed its 90% limited liability company interest in Compressco Argentina to
Argentina Sub 1 and TII sold its 10% limited liability company interest in Compressco
Argentina to Argentina Sub 2.A.12
    
    CFSI formed Compressco Dutch BV under the laws of the Netherlands and
contributed 18,000.00 to Compressco Dutch BV in exchange for all of the ownership
interests in Compressco Dutch BV (the Compressco Dutch BV
Interests).A.13
    
    CFSI formed Compressco Holdings under the Delaware LLC Act and contributed
$1,000 in exchange for all of the membership interests in Compressco Holdings (all such
membership interests, the Compressco Holdings Interests).A.14
    
    CFSI and Compressco Holdings formed Compressco Dutch Co-op under the laws of
the Netherlands, and contributed 990 and 10, respectively, in exchange for 99% and
1%, respectively, of the membership interests in Compressco Dutch Co-op.A.15
    
    The Partnership formed MLP Sub under the terms of the DGCL and contributed
$1,000 to MLP Sub in exchange for all of the shares of common stock of MLP Sub.
 WHEREAS
 B.1
    
    CFSI shall convey and contribute to the General Partner all of CFSIs right,
title and interest in and to the Initial LP Interest.B.2
    
    TETRA shall convey and contribute to Compressco all of TETRAs right, title and
interest in all of the Intellectual Property owned by TETRA and used by CFSI and its
subsidiaries to conduct their businesses (such Intellectual Property, the TETRA
Intellectual Property).B.3
    
    Compressco shall convey and contribute to CFSI all of Compresscos right, title
and interest in (a) all of the Intellectual Property owned by Compressco and used by
CFSI and its subsidiaries to conduct their businesses (such Intellectual Property, the
Compressco Intellectual Property) and (b) all of the TETRA Intellectual Property.
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B.4
    
    Compressco shall convey and contribute to CFSI all of Compresscos right, title
and interest in all of the outstanding shares of common stock of Cansub, no par value
(the Cansub Shares).B.5
    
    CFSI shall sell to Cansub all of CFSIs right, title and interest in (a) all of
the Equipment owned and leased by CFSI to Cansub to conduct Cansubs Canada-based
production enhancement equipment rental business, including, but not limited to,
Equipment set forth on Schedule 2 (such Equipment, the Cansub Equipment), (b)
all of the Equipment owned and used by CFSI to conduct CFSIs Indonesia-based
production enhancement equipment rental business, including, but not limited to,
Equipment set forth on Schedule 3 (such Equipment, the Indonesian Equipment)
and (c) the production enhancement rental contracts pursuant to which CFSI conducts its
Indonesia-based production enhancement equipment rental business and all accounts
receivable associated with such contracts, including, but not limited to, production
enhancement rental contracts set forth on Schedule 3 (such contracts and
accounts receivable, the Indonesian Contracts and, together with the Cansub Equipment
and Indonesian Equipment, the Cansub Assets) in exchange for $3,600,000 and an
obligation by Cansub to pay to CFSI an amount equal to $8,036,377 (such obligation, the
Cansub Loan) under that Inter-Company Loan Agreement by and between CFSI and Cansub,
dated as of even date herewith (the Cansub Loan Agreement).B.6
    
    CFSI shall convey and contribute to Compressco Dutch BV all of CFSIs right,
title and interest in (a) all of the Cansub Shares, (b) all of the Mexico Sub 1
Interests, and (c) all of the Mexico Sub 2 Interests.B.7
    
    CFSI shall convey and contribute to Compressco Dutch Co-op and Compressco
Holdings all of CFSIs right, title and interest in 99.0% and 1.0% of the Compressco
Dutch BV Interests, respectively, and Compressco Holdings shall convey and contribute
to Compressco Dutch Co-op all of Compressco Holdings right, title and interest in such
1.0% of the Compressco Dutch BV Interests.B.8
    
    CFSI shall (a) convey and contribute to OPCO all of CFSIs right, title and
interest in (i) the production enhancement services contracts pursuant to which CFSI
conducts its U.S.-based production enhancement services business, including, but not
limited to, production enhancement services contracts set forth on Schedule 4
(such contracts, the Domestic Services Contracts), (ii) all of CFSIs leasehold
interests in the U.S. Service Compressor Units, including, but not limited to,
leasehold interests set forth on Schedule 5 (such leasehold interests, the
U.S. Leasehold Interests), (iii) the Equipment owned and used by CFSI to conduct
CFSIs U.S.-based production enhancement services business, including, but not limited
to, Equipment set forth on Schedule 6 (such Equipment, the U.S. Service
Equipment), (iv) all of the Leaseco Interests, (v) all of the membership interests in
Compressco Dutch Co-op that are owned by CFSI (the CFSI Dutch Co-op Interest), (vi)
all of the Compressco Holdings Interests, (viii) all of the Argentina Sub 1 Interests
and (viii) all of the Argentina Sub 2 Interests; and (b)
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assign to OPCO all of CFSIs right, title and interest in (i) the Leaseco Loan and
(ii) the Cansub Loan.B.9
    
    CFSI shall convey and contribute to the General Partner all of CFSIs right,
title and interest in (a) all of the OPCO Interests, (b) all of the CFSI Intellectual
Property, (c) all of the assets (other than any CFSI Intellectual Property, Indonesian
Equipment or Indonesian Contracts) and liabilities constituting CFSIs (i)
manufacturing business and (ii) production enhancement equipment rental business,
including, but not limited to, Assets & Liabilities set forth on Schedule 7
(such assets and liabilities, the MLP Sub Business), and (d) all of CFSIs remaining
assets and liabilities that are not conveyed with the Previously Contributed Assets,
including, but not limited to, Assets & Liabilities set forth on Schedule 8
(such assets and liabilities, collectively, the Other Assets & Liabilities and,
together with such OPCO Interests, the CFSI Intellectual Property and the MLP Sub
Business, the GP Contribution), in exchange for the assumption by the General Partner
of a $32.2 million liability owed by CFSI to Tetra Financial Services, Inc. (the
Intercompany Liability).B.10
    
    The Partnership shall (a) redeem the Initial LP Interest and the Initial GP
Interest in the Partnership held by the General Partner and (b) refund and distribute
to the General Partner the initial capital contributions made by CFSI and the General
Partner to the Partnership, along with any interest or other profit that resulted from
the investment or other use of such initial capital contributions.B.11
    
    The General Partner shall convey and contribute to the Partnership all of the
General Partners right, title and interest in the GP Contribution, in exchange for (a)
a 2.0% general partner interest in the Partnership, (b) the Incentive Distribution
Rights, (c) 5,303,546 Common Units, (d) 5,521,094 Subordinated Units, (e) a right to
receive the proceeds from the Over-Allotment Option (as hereinafter defined) and/or
additional Common Units (to the extent the Over-Allotment Option is not exercised) and
(f) the assumption by the Partnership of the Intercompany Liability.B.12
    
    TII shall (a) cancel its lease agreements with respect to the Equipment that
TII currently leases to CP Mexico and PE Mexico, including, but not limited to,
Equipment set forth on Schedule 9 (such Equipment, the TII Equipment), and
convey and contribute to the Partnership all of TIIs right, title and interest in and
to the TII Equipment, and (b) convey and contribute to the Partnership all of TIIs
right, title and interest in all of the membership interests (such membership
interests, the Providence Interest) of Providence Natural Gas, LLC, an Oklahoma
limited liability company and wholly owned subsidiary of TII, and TIIs 0.002%
ownership interest in the membership interests of PE Mexico (such 0.002%, the PE
Mexico Interest) (such TII Equipment, the Providence Interest and the PE Mexico
Interest, together, the TII Contribution) in exchange for 723,211 Common Units and
752,876 Subordinated Units.
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B.13
    
    The Partnership shall convey and contribute to OPCO all of the Partnerships
right, title and interest in and to (a) the TII Contribution, (b) a Joint Intellectual
Property Interest and (c) the Other Assets & Liabilities.B.14
    
    OPCO shall (a) convey and contribute (i) to Compressco Holdings all of OPCOs
right, title and interest in 1.0% of the Providence Interest, and Compressco Holdings
shall convey and contribute to Compressco Dutch Co-op all of Compressco Holdings
right, title and interest in such 1.0% of the Providence Interest, (ii) to Compressco
Dutch Co-op all of OPCOs right, title and interest in 99.0% of the Providence
Interest, and (iii) to Leaseco all of OPCOs right, title and interest in and to the
TII Equipment, and (b) sell to Compressco Dutch BV all of OPCOs right, title and
interest in the PE Mexico Interest, in exchange for $526B.15
    
    Compressco Dutch Co-op shall convey and contribute to Compressco Dutch BV all
of Compressco Dutch Co-ops right, title and interest in the Providence Interest.B.16
    
    Pursuant to the Underwriting Agreement (as hereinafter defined), the
Underwriters (as hereinafter defined) shall contribute $53.4 million in cash to the
Partnership in exchange for 2,670,000 Common Units.B.17
    
    The public shall purchase, through the Underwriters, 2,670,000 Common Units for
an aggregate price of $53.4 million in cash, less amounts of (a) $3,417,600 in the
aggregate (the Spread), payable to the Underwriters for the Underwriters discount of
6.4%, and (b) $133,500 in the aggregate (the Structuring Fee), payable to Raymond
James & Associates, Inc. and J.P. Morgan Securities, Inc. for a structuring fee.B.18
    
    The Partnership shall use a portion of the net proceeds received from the IPO
to (a) pay IPO-related transaction expenses (excluding the Spread and the Structuring
Fee) estimated to be approximately $7.3 million, (b) pay TETRA Financial Services, Inc.
to retire the Intercompany Liability, and (c) pay financing fees and related
transactions costs incurred in connection with the placement of a new revolving credit
facility of the Partnership, and the Partnership shall convey and contribute to OPCO
the remaining net proceeds of the IPO for use in growing its wellhead compression-based
and other related production enhancement services business.B.19
    
    The Partnership shall convey and contribute to MLP Sub all of the Partnerships
right, title and interest in (a) the MLP Sub Business and (b) a Joint Intellectual
Property Interest.B.20
    
    Leaseco and Compressco Dutch BV shall enter into a Equipment Rental Contract,
dated of even date herewith (the Lease Agreement), pursuant to which Leaseco shall
lease to Compressco Dutch BV the TII Equipment.B.21
    
    Compressco Dutch BV, CP Mexico and PE Mexico shall enter into a Equipment
Rental Subcontract, dated of even date herewith (a Sublease Agreement),
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pursuant to which Compressco Dutch BV shall sublease to CP Mexico and PE Mexico the
TII Equipment.B.22
    
    If the Underwriters exercise the Over-Allotment Option, in whole or in part,
the Partnership shall distribute the exercise proceeds (excluding the Spread and the
Structuring Fee) to the General Partner. If the Over-Allotment Option is not exercised
or is partially exercised, then the Partnership shall distribute any and all Common
Units not sold pursuant to the exercise of the Over-Allotment Option to the General
Partner.
 NOW THEREFORE
 ARTICLE I
DEFINITIONS
  Assets & Liabilities
 Books and Records 
 CFSI Intellectual Property
 Closing Date
 Commission
 Common Unit
 Compressor Unit ®
 Contract 
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Effective Time
 Equipment
 Incentive Distribution Rights
 Intellectual Property
 Joint Intellectual Property Interest
 Other Intangible Assets
 Over-Allotment Option
 Owned Real Property
 Partnership Agreement
 Permits
 Previously Contributed Assets
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Registration Statement
 Rights and Claims
 Securities Act
 Subordinated Unit
 Tangible Personal Property 
 Underwriters
 Underwriting Agreement
 ARTICLE II
CONTRIBUTION, SALE, ACKNOWLEDGEMENTS AND DISTRIBUTIONS
 Section 2.1 Contribution of CFSIs Limited Partner Interest in the Partnership to the
General Partner
 Section 2.2 Contribution of Intellectual Property by TETRA to Compressco
 Section 2.3 Contribution of Intellectual Property by Compressco to CFSI
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Section 2.4 Contribution of the Cansub Shares by Compressco to CFSI
 Section 2.5 Sale of the Cansub Assets by CFSI to Cansub
 Section 2.6 Contribution of the Cansub Shares, the Mexico Sub 1 Interests and the Mexico
Sub 2 Interests by CFSI to Compressco Dutch BV
 Section 2.7 Contribution and Transfer of Ownership Interests in Compressco Dutch BV by
CFSI to Compressco Dutch Co-op and Compressco Holdings
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Section 2.8 Contribution of 1.0% of Ownership Interests in Compressco Dutch BV by
Compressco Holdings to Compressco Dutch Co-op
 Section 2.9 Contribution of the Domestic Services Contracts, U.S. Leasehold Interests,
U.S. Service Equipment, Leaseco Loan, Leaseco Interests, Ownership Interests in Dutch Co-op,
Compressco Holdings Interest, Cansub Loan, Argentina Sub 1 Interests and Argentina Sub 2 Interests
by CFSI to OPCO
 Section 2.10 Contribution of the GP Contribution by CFSI to the General Partner
 Section 2.11 Redemption of the Initial Partner Interests in the Partnership and the Return
of Initial Capital Contributions
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Section 2.12 Contribution of the GP Contribution by the General Partner to the
Partnership.
 Section 2.13 Cancellation of TII Equipment Rental Contracts by TII, CP Mexico and PE
Mexico .
 Section 2.14 Contribution of the TII Contribution by TII to the Partnership
 Section 2.15 Contribution of the TII Contribution and the Other Assets & Liabilities by
the Partnership to OPCO
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Section 2.16 Contribution of Ownership Interests in Providence by OPCO to Compressco
Holdings and Compressco Dutch Co-op
 Section 2.17 Contribution of Ownership Interests in Providence by Compressco Holdings to
Compressco Dutch Co-op
 Section 2.18 Contribution of the TII Equipment by OPCO to Leaseco
 Section 2.19 Sale of PE Mexico Interest by OPCO to Compressco Dutch BV
 Section 2.20 Contribution of Ownership Interests in Providence by Compressco Dutch Co-op
to Compressco Dutch BV
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Section 2.21 Underwriters Cash Contribution
 Section 2.22 Payment of Transaction Expenses by the Partnership and Contribution of Net
Proceeds by the Partnership to OPCO
 Section 2.23 Contribution of the MLP Sub Business by the Partnership to MLP Sub
 Section 2.24 Lease Agreement by and between Leaseco and Compressco Dutch BV
 Section 2.25 Sublease Agreement by and among Compressco Dutch BV, CP Mexico and PE
Mexico
 ARTICLE III
ADDITIONAL TRANSACTIONS
 Section 3.1 Sale and Purchase of Additional Common Units Proceeds
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Section 3.2 Exercise of the Over-Allotment Option
 ARTICLE IV
FURTHER ASSURANCES
  ARTICLE V
CLOSING DATE
  ARTICLE VI
MISCELLANEOUS
 Section 6.1 Order of Completion of Transactions
 Section 6.2 Headings; References; Interpretation
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Section 6.3 Successors and Assigns
 Section 6.4 No Third-Party Rights
 Section 6.5 Counterparts
 Section 6.6 Choice of Law
 Section 6.7 Severability
 Section 6.8 Amendment or Modification
 Section 6.9 Integration
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Section 6.10 Deed; Bill of Sale; Assignment and Assumption Agreement
 (Remainder of page intentionally left blank. Signature pages follow.)
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COMPRESSCO, INC.By:

/s/
Ronald J. FosterName:
    Ronald J. FosterTitle:
    PresidentCOMPRESSCO FIELD SERVICES, INC.By:

/s/
Ronald J. FosterName:
    Ronald J. FosterTitle:
    PresidentCOMPRESSCO CANADA, INC.By:

/s/
Ronald J. FosterName:
    Ronald J. FosterTitle:
    PresidentCOMPRESSCO DE MEXICO, S. DE R.L. DE C.V.By:

/s/
Philip N. LongorioName:
    Philip N. LongorioTitle:
    PresidentCOMPRESSCO PARTNERS GP INC.By:

/s/
Ronald J. FosterName:
    Ronald J. FosterTitle:
    President CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




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COMPRESSCO PARTNERS, L.P.By:
    Compressco Partners GP Inc.,its general partnerBy:

/s/ Ronald J. FosterName:
    Ronald J. FosterTitle:
    PresidentCOMPRESSCO PARTNERS OPERATING, LLCBy:
    Compressco Field Services, Inc.,its sole memberBy:
    /s/ Ronald J. FosterName:
    Ronald J. FosterTitle:
    PresidentCOMPRESSCO NETHERLANDS B.V.By:
    Intertrust (Netherlands) B.V.By:

/s/
A. KonijnName:
    A. KonijnTitle:
    Managing DirectorCOMPRESSCO HOLDINGS, LLCBy:
    Compressco Field Services, Inc., its sole memberBy:
    /s/ Ronald J. FosterName:
    Ronald J. FosterTitle:
    President CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




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COMPRESSCO NETHERLANDS COÖPERATIEF U.A.By:
    Intertrust (Netherlands) B.V.By:

/s/
A.KonijnName:
    A.KonijnTitle:
    Managing DirectorCOMPRESSCO PARTNERS SUB, INC.By:
    /s/ Ronald J. FosterName:
    Ronald J. FosterTitle:
    PresidentTETRA INTERNATIONAL INCORPORATEDBy:

/s/ Stuart M. BrightmanName:
    Stuart M. BrightmanTitle:
    PresidentPRODUCTION ENHANCEMENT MEXICO,
S. DE R.L. DE C.V.By:

/s/ Bass C. WallaceName:
    Bass C. WallaceTitle:
    SecretaryTETRA TECHNOLOGIES INC.By:

/s/
Stuart M. BrightmanName:
    Stuart M. BrightmanTitle:
    President and Chief Executive Officer CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




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SCHEDULE 1
 U.S. SERVICE COMPRESSOR UNITS




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SCHEDULE 2
 CANSUB EQUIPMENT




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SCHEDULE 3
 INDONESIAN EQUIPMENT and INDONESIAN CONTRACTS




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SCHEDULE 4
 DOMESTIC SERVICES CONTRACTS




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SCHEDULE 5
 U.S. LEASEHOLD INTERESTS




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SCHEDULE 6
 U.S. SERVICE EQUIPMENT




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SCHEDULE 7
 MLP SUB BUSINESS




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SCHEDULE 8
 OTHER ASSETS & LIABILITIES




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SCHEDULE 9
 TII EQUIPMENT