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. (i) Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”), which is a wholly-owned subsidiary of Teekay Corporation, a Xxxxxxxx Islands corporation (“Teekay”), owns 22,362,814 Common Units (as defined in the Partnership Agreement) (referred to herein as the “Sponsor Units”) and (ii) 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. (i) Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”), which is a wholly-owned subsidiary of Teekay Corporation, a Xxxxxxxx Islands corporation (“Teekay”), owns 22,362,814 owns, directly and indirectly, 23,809,468 Common Units (as defined in the Partnership Agreement) (referred to herein as the “Sponsor Units”) and (ii) 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. (i) Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”), which is a wholly-owned subsidiary of Teekay Corporation, a Xxxxxxxx Islands corporation (“Teekay”), owns 22,362,814 directly and indirectly 23,809,468 Common Units (as defined in the Partnership Agreement) (referred to herein as the “Sponsor Units”) and (ii) 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. (i) Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”), which is a wholly-owned subsidiary of Teekay Corporation, a Xxxxxxxx Islands corporation (“Teekay”), owns immediately prior to the Offering 22,362,814 Common Units (as defined in the Partnership Agreement) (referred to herein as the “Sponsor Units”) and (ii) 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).