Common use of Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership Clause in Contracts

Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Holdings owns immediately prior to the Offering 14,800,000 Common Units (referred to herein as the “Sponsor Units”); and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Disclosure Package and the Prospectus, or under applicable securities laws).

Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Holdings owns immediately prior to the Offering 14,800,000 1,750,000 Common Units and 9,800,000 Subordinated Units (all such Common and Subordinated Units being collectively referred to herein as the “Sponsor Units”); and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Pricing Disclosure Package and the Prospectus, or under applicable securities laws).

Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Holdings owns immediately prior to the Offering 14,800,000 5,000,000 Common Units and 9,800,000 Subordinated Units (all such Common and Subordinated Units being collectively referred to herein as the “Sponsor Units”); and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Pricing Disclosure Package and the Prospectus, or under applicable securities laws).