REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETO

EXHIBIT 10.2

by and among

and

THE PURCHASERS NAMED ON SCHEDULE A HERETO

TABLE OF CONTENTS


	Page
Article I DEFINITIONS		1
Section 1.01 Definitions		1
Section 1.02 Registrable Securities		6
Article II REGISTRATION RIGHTS		6
Section 2.01 Registration		6
Section 2.02 Piggyback Rights		10
Section 2.03 Delay Rights		11
Section 2.04 Underwritten Offerings		13
Section 2.05 Sale Procedures		14
Section 2.06 Cooperation by Holders		18
Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities		18
Section 2.08 Expenses		19
Section 2.09 Indemnification		19
Section 2.10 Rule 144 Reporting		22
Section 2.11 Transfer or Assignment of Registration Rights		22
Section 2.12 Limitation on Subsequent Registration Rights		23
Section 2.13 Compliance		23
Section 2.14 Information		23
Article III MISCELLANEOUS		23
Section 3.01 Communications		23
Section 3.02 Successor and Assigns		24
Section 3.03 Assignment of Rights		24
Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units		24
Section 3.05 Aggregation of Registrable Securities		25
Section 3.06 Specific Performance		25
Section 3.07 Counterparts		25
Section 3.08 Headings		25
Section 3.09 Governing Law		25
Section 3.10 Severability of Provisions		25
Section 3.11 Entire Agreement		25
Section 3.12 Amendment		26

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TABLE OF CONTENTS

(continued)


	Page
Section 3.13 No Presumption		26
Section 3.14 Obligations Limited to Parties to Agreement		26
Section 3.15 Independent Nature of Purchaser’s Obligations		26
Section 3.16 Interpretation		27

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2015, by and among Teekay Offshore Partners L.P., a Xxxxxxxx Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, this Agreement is made in connection with the closings of the issuance and sale of the Purchased Units pursuant to the Series C Preferred Unit Purchase Agreement, dated as of June 30, 2015, by and among the Partnership and the Purchasers (the “Preferred Unit Purchase Agreement”); and

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Preferred Unit Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Preferred Unit Purchase Agreement. The terms set forth below are used herein as so defined:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Amended and Restated Partnership Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership.

“Automatic Shelf Registration Statement” means a registration statement that shall become effective upon filing with the Commission pursuant to Rule 462(e) (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Initial Filing Date” has the meaning specified therefor in Section 2.01(a) of this Agreement.

“Common Unit Price” means $23.95, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement, in each case relating to the Common Units.

“Common Unit Registrable Securities” means (i) the Common Units issued or issuable upon the conversion of the Preferred Units acquired by the Purchasers pursuant to the Preferred Unit Purchase Agreement, and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(c) of this Agreement, and includes any type of interest issued to the Holder as a result of Section 3.04 of this Agreement.

“Common Unit Registration Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement.

“Common Units” has the meaning specified therefor in Article I of the Amended and Restated Partnership Agreement.

“Demand Holder” means any Magnetar Holder.

“Effectiveness Period” means, (i) with respect to a particular Registration Statement that covers the offer and resale of all Common Unit Registrable Securities, the period beginning when such Registration Statement becomes effective under the Securities Act and ending at the time all Common Unit Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) with respect to a particular Registration Statement that covers the offer and resale of Preferred Unit Registrable Securities, the period beginning when such Registration Statement becomes effective under the Securities Act and ending at the time all Registrable Securities (including Common Units issuable upon any conversion of such Preferred Unit Registrable Securities) covered by such Registration Statement have ceased to be Registrable Securities.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Funded Underwritten Offering” has the meaning specified therefor in Section 2.08(a) of this Agreement.

“General Partner” means Teekay Offshore GP L.L.C., a Xxxxxxxx Islands limited liability company.

“Governmental Authority” means any federal, state, local or foreign government, or other governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the record holder of any Registrable Securities. For the avoidance of doubt, in accordance with Section 3.05 of this Agreement, for purposes of determining the availability of any rights and applicability of any obligations under this Agreement, including, calculating the amount of Registrable Securities held by a Holder (including a Magnetar Holder), a Holder’s Registrable Securities shall be aggregated together with all Registrable Securities held by other Holders who are Affiliates of such Holder.

“In-Kind LD Amount” has the meaning specified therefor in Section 2.01(d) of this Agreement.

“Included Registrable Securities” has the meaning specified therefor in Section 2.02(a) of this Agreement.

“Law” means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority.

“LD Period” has the meaning specified therefor in Section 2.01(d) of this Agreement.

“LD Termination Date” has the meaning specified therefor in Section 2.01(d) of this Agreement.

“Liquidated Damages” has the meaning specified therefor in Section 2.01(d) of this Agreement.

“Liquidated Damages Multiplier” means, (i) for Common Unit Registrable Securities, the product of the Common Unit Price times the number of Common Units (which in the case of Common Units subject to issuance upon conversion of the Preferred Units shall be the number of Common Units issuable upon conversion of the Preferred Units at the date of determination) held by such Holder that may not be sold without restriction and without the need for current public information pursuant to any section of Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act and (ii) for Preferred Unit Registrable Securities, the product of the Common Unit Price times the number of Common Units issuable upon conversion of the Preferred Unit Registrable Securities held by such Holder at the date of determination.

“Losses” has the meaning specified therefor in Section 2.09(a) of this Agreement.

“Magnetar Holder” means any of MTP Energy Fund LTD, MTP Energy Opportunities Fund LLC, MTP Energy Opportunities Fund II LLC, and MTP Energy Opportunities Fund II Cayman LP, when such Person is a record holder of any Registrable Securities, and any other record holder of Registrable Securities transferred or assigned by a Magnetar Holder to such holder in accordance with Section 2.11 of this Agreement, provided that immediately following such transfer or assignment, such transferee or assignee (together with such transferee or assignee’s Affiliates) holds Registrable Securities that represent at least $50.0 million of Registrable Securities (calculated based on the Registrable Securities Amount).

“Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager or managers of such Underwritten Offering.

“NYSE” means The New York Stock Exchange, Inc.

“Opt-Out Notice” has the meaning specified therefor in Section 2.02(a) of this Agreement.

“Parity Securities” has the meaning specified therefor in Section 2.02(b) of this Agreement.

“Partnership” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Piggyback Threshold Amount” means $10.0 million.

“Preferred Demand Notice” has the meaning specified therefor in Section 2.01(b) of this Agreement.

“Preferred Initial Filing Date” has the meaning specified therefor in Section 2.01(b) of this Agreement.

“Preferred Units” means Series C Preferred Units representing limited partnership interests of the Partnership, as described in the Amended and Restated Partnership Agreement and issued pursuant to the Preferred Unit Purchase Agreement and the Amended and Restated Partnership Agreement.

“Preferred Unit Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement.

“Preferred Unit Registrable Securities” means the Preferred Units acquired by the Purchasers pursuant to the Preferred Unit Purchase Agreement.

“Preferred Unit Registration Statement” has the meaning specified therefor in Section 2.01(b) of this Agreement.

“Purchaser” and “Purchasers” have the meanings specified therefor in the introductory paragraph of this Agreement.

“Registrable Securities” means, as of any date of determination, the Common Unit Registrable Securities and the Preferred Unit Registrable Securities, as further defined in Section 1.02.

“Registrable Securities Amount” means, without duplication, (i) for the Common Unit Registrable Securities, the calculation based on the product of the Common Unit Price times the number of Common Unit Registrable Securities; and (ii) for the Preferred Unit Registrable Securities, the calculation based on the product of the Common Unit Price times the number of Common Units issuable upon conversion of the Preferred Unit Registrable Securities.

“Registration Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement.

“Registration Statement” has the meaning specified therefor in Section 2.01(b) of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

“Selling Holder Indemnified Persons” has the meaning specified therefor in Section 2.09(a) of this Agreement.

“Subsequent Closing Date” has the meaning specified therefor in the Preferred Unit Purchase Agreement.

“Target Effective Date” has the meaning specified therefor in Section 2.01(d) of this Agreement.

“Teekay” has the meaning specified therefor in Section 2.02(b) of this Agreement.

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Units or Preferred Units, as the case may be, are sold to one or more underwriters on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“Underwritten Offering Notice” has the meaning specified therefor in Section 2.04(a) of this Agreement.

“Underwritten Offering Withdrawal” has the meaning specified therein in Section 2.04(a) of this Agreement.

“VWAP Price” means, for each such period of measurement, the volume weighted average closing price of a Common Unit on the national securities exchange on which the Common Units are then listed (or admitted to trading).

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) when such Registrable Security has been sold or disposed of (excluding transfers or assignments by a Holder to an Affiliate of such Holder) pursuant to Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act under circumstances in which all of the applicable conditions of such Rule (then in effect) are met, other than any obligation by the

Purchaser to file a Form 144; (c) when such Registrable Security is held by the Partnership or one of its subsidiaries or Affiliates; provided, however, that none of the Purchasers or their Affiliates shall be considered an Affiliate of the Partnership for purposes of this clause (c); or (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.11 hereof.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Registration.

(a) Effectiveness Deadline. No later than 30 Business Days following the Subsequent Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of all Common Unit Registrable Securities to be issued upon conversion of the Preferred Units pursuant to the provisions of the Amended and Restated Partnership Agreement from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2.01 (a “Common Unit Registration Statement”) and subject to any transfer restrictions in the Amended and Restated Partnership Agreement. The Common Unit Registration Statement filed with the Commission pursuant to this Section 2.01(a) shall be on Form F-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act), covering the Common Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Common Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof. The Common Unit Registration Statement shall not be filed as an Automatic Shelf Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Common Unit Registration Statement filed pursuant to this Section 2.01(a) to become or be declared effective as soon as practicable thereafter, but in no event later than 180 calendar days after the initial filing date of such Common Unit Registration Statement (the “Common Initial Filing Date”). During the Effectiveness Period, the Partnership shall use its commercially reasonable efforts to cause such Registration Statement filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Common Unit Registration Statement is available or, if not available, that another registration statement is available for the resale of the Common Unit Registrable Securities until all Common Unit Registrable Securities have ceased to be Registrable Securities.

(b) Registration Statement. Any Demand Holder has the option and right, one time after January 15, 2017, exercisable by providing a written notice to the Partnership (a “Preferred Demand Notice”), to require the Partnership to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file a registration statement (the “Preferred Unit Registration Statement”) under the Securities Act to permit the resale of all Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act with respect to all of the Preferred Unit Registrable Securities (the “Preferred Unit Registration Statement,” with each such Common Unit Registration Statement and Preferred

Unit Registration Statement, as the case may be, for purposes of this Agreement, a “Registration Statement”) and subject to any transfer restrictions in the Amended and Restated Partnership Agreement. The Partnership shall file the Preferred Unit Registration Statement (the “Preferred Initial Filing Date”) with respect to the Preferred Unit Registrable Securities, as soon as practicable, but in no event later than 30 calendar days, following receipt of such Preferred Demand Notice. The Partnership shall use its commercially reasonable efforts (i) to cause the Preferred Unit Registration Statement filed, with respect to the Preferred Unit Registrable Securities, pursuant to this Section 2.01(b) to become or be declared effective as soon as practicable thereafter, but in any event, in the case of a Preferred Unit Registration Statement that is not an Automatic Shelf Registration Statement, prior to the date that is 180 calendar days after the Preferred Initial Filing Date for such Preferred Unit Registration Statement with the Commission and (ii) to cause such Preferred Unit Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Preferred Unit Registration Statement is available for the resale of all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement until all Preferred Unit Registrable Securities covered by such Preferred Unit Registration Statement have ceased to be Registrable Securities. If the Partnership is eligible to use an Automatic Shelf Registration Statement to register the offer and resale of the Preferred Unit Registrable Securities at a Demand Notice Date, and the Demand Notice requests the Partnership use an Automatic Shelf Registration Statement, the Preferred Unit Registration Statement shall be an Automatic Shelf Registration Statement. If the Partnership is not eligible to use an Automatic Shelf Registration Statement to register the offer and resale of the Preferred Unit Registrable Securities at the Demand Notice Date, then it shall not have any obligation under this Section 2.01(b) or any liability for failure to file the Automatic Shelf Registration Statement, and the Preferred Unit Registration Statement shall be a Registration Statement on Form F-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act). The Demand Holders, in the aggregate, shall have the right to no more than one (1) Preferred Unit Registration Statement to be filed to register the offer and resale of the Preferred Unit Registrable Securities. The Preferred Unit Registration Statement that registers the offer and resale of Preferred Unit Registrable Securities shall also register the offer and sale of the number of Common Units issuable upon any conversion of such Preferred Unit Registrable Securities, to the extent such Common Units are not then subject to another Registration Statement filed pursuant to this Agreement.

(c) Compliance. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). The Partnership shall not include in a Registration Statement contemplated by Section 2.01(b) any securities which are not Registrable Securities, other than Common Units that are to be offered and sold for the Partnership’s own account pursuant to an Underwritten Offering without the prior written consent of each of the Demand Holders that are Selling Holders, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to Common Units included in a Registration Statement pursuant to the preceding sentence, if the Managing Underwriter of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable

Securities advises the Partnership that the total amount of Common Units that the Partnership and the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, pro rata among the Selling Holders who have requested participation in such Underwritten Offering, based, for each Selling Holder, on the percentage derived by dividing (x) the number of Common Unit Registrable Securities proposed to be sold by such Selling Holder by (y) the aggregate number of Common Unit Registrable Securities proposed to be sold by all Selling Holders, (ii) second, to the Partnership and (iii) third, to any current or future holder of any securities of the Partnership granted registration rights in accordance with Section 2.12 hereof. As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.

(d) Failure to Go Effective. If a Registration Statement required by Section 2.01 is not declared effective (i) with respect to Common Unit Registrable Securities, prior to the later of (a) such date as any Preferred Units convert into Common Units for any reason pursuant to the Amended and Restated Partnership Agreement, or (b) 180 days after the Initial Filing Date or (ii) with respect to Preferred Unit Registrable Securities, within 180 days after the Initial Filing Date for such Registration Statement (each a “Target Effective Date”), then each Holder shall be entitled to a payment (with respect to the Registrable Securities of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 90-day period, that shall accrue daily, for the first 90 days following such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 90-day period, that shall accrue daily, for each subsequent 90 days (i.e., 0.5% for 91-180 days following the Target Effective Date, 0.75% for 181-270 days following the Target Effective Date and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 90-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed: (i) for Preferred Unit Registrable Securities, 8.0% of the Common Unit Price, and (ii) for Common Unit Registrable Securities, 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 90-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, or because the Partnership does not have sufficient cash on hand to pay, then the Partnership may pay such Liquidated Damages using as much cash on hand as available and permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to such Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then

listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the In-Kind LD Amount divided by the VWAP Price calculated for the consecutive ten (10) trading day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The accrual of Liquidated Damages to a Holder shall cease (a “LD Termination Date,” and, each such period beginning on a Target Effective Date and ending on a LD Termination Date being, a “LD Period”) at the earlier of (i) such Registration Statement becoming effective and (ii) when such Holder no longer holds Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 90 calendar days accruing during a LD Period. If the Partnership is unable to cause a Registration Statement to go effective by the Target Effective Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any failure of a Registration Statement to be declared effective.

Section 2.02 Piggyback Rights.

(a) Participation. So long as a Holder holds Registrable Securities, if the Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01(a) or Section 2.01(b), (ii) a prospectus supplement to an effective shelf registration statement, other than a Registration Statement contemplated by Section 2.01(a) or Section 2.01(b) of this Agreement and Holders may be included in such Underwritten Offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account or that of another Person, or both, and Holders may be included in such Underwritten Offering without the filing of a post-effective amendment thereto, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least the Piggyback Threshold Amount of the then-outstanding Common Unit Registrable Securities (calculated based on the product of the Common Unit Price times the number of Common Unit Registrable Securities) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of the Piggyback Threshold Amount of Common Unit Registrable Securities (based on the Common Unit Price), and (B) if the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (1) the Partnership shall not be required to offer such opportunity to the Holders or (2) if any Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this

Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Unit Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a).

(b) Priority. Other than situations described in Section 2.01 and Section 2.04 of this Agreement, if the Managing Underwriter of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement, and (iii) third, pro rata among the Selling Holders and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Common Unit Registrable Securities (the “Parity Securities”) who have requested participation in such Underwritten Offering, based, for each Selling Holder and each other holder of Parity Securities, on the percentage derived by dividing (A) the number of Common Unit Registrable Securities proposed to be sold, in the aggregate, by all Selling Holders or such other holder of Parity Securities by (B) the aggregate number of Common Unit Registrable Securities proposed to be sold, in the aggregate, by all Selling Holders and the holders of Parity Securities.

(c) Termination of Piggyback Registration Rights. Each Holder’s rights under Section 2.02 shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least the Piggyback Threshold Amount of Registrable Securities (calculated based on the Common Unit Price).

Section 2.03 Delay Rights.

Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (ii) the Partnership has experienced or is undertaking some other material non-public event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of 60 calendar days in any 180-calendar day period or 105 calendar days in any 365-calendar day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (A) the date on which the suspension period exceeded the permitted period and (B) the sixty-first (61st) Business Day after such Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its

intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (A) or (B) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to a Selling Holder on the date that notice that the suspension has been terminated is delivered to such Selling Holder. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (i) a suspension being deemed lifted or (ii) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and any payment of Liquidated Damages shall be prorated for any period of less than 90 days in which the payment of Liquidated Damages ceases. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any suspension period or of the registration statement ceasing to be effective or failing to be useable for its intended purposes as described in this Section 2.03.

Section 2.04 Underwritten Offerings.

(a) General Procedures. In the event that a Magnetar Holder delivers (i) a Demand Notice covering at least $50.0 million of Registrable Securities in the aggregate (calculated as of the date of the Demand Notice based on the Registrable Securities Amount) and such Demand Notice specifies that such Magnetar Holder intends to sell its Preferred Unit Registrable Securities under a registration statement pursuant to an Underwritten Offering or (ii) a written notice electing to sell at least $50.0 million of Common Unit Registrable Securities in the aggregate (calculated as of the date of such written notice based on the Registrable Securities Amount) under a Registration Statement pursuant to an Underwritten Offering (including a Registration Statement that is then currently effective) (but expressly excluding any notices delivered pursuant to Section 2.02 of this Agreement) (each such notice so delivered in accordance with the foregoing provisions of this paragraph is referred to herein as an “Underwritten Offering Notice”), the Partnership shall retain underwriters as contemplated below in this paragraph in order to permit such Magnetar Holder, together with all other Holders who elect to participate in such Underwritten Offering in accordance with the below provisions of this paragraph, to effect such sale through an Underwritten Offering; provided, however, that the Magnetar Holders shall have the option and right, to require the Partnership to effect not more than one (1) Underwritten Offering of Common Unit Registrable Securities and one (1) Underwritten Offering of Preferred Unit Registrable Securities, pursuant to and subject to the conditions of this Section 2.04. Upon delivery of an Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than two (2) Business Days following the date of delivery of such Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders who shall then have two (2) Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice, may participate in such Underwritten Offering, but shall not count toward the $50.0 million of Registrable Securities necessary to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the party responsible for payment of at least a majority of the Registration Expenses in connection with such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering,

subject to the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Holder so elects to participate, each such Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No such Holder may participate in such Underwritten Offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each such Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No such Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any such Holder disapproves of the terms of an underwriting, such Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all such Holders (including the Magnetar Holder who delivered the applicable Underwritten Offering Notice) withdraw from one Underwritten Offering of either Common Unit Registrable Securities or Preferred Unit Registrable Securities prior to the public announcement of such Underwritten Offering (an “Underwritten Offering Withdrawal”), the Partnership and the Holders will share equally the Registration Expenses that the Partnership would otherwise be required to pay, and the Underwritten Offering Withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Magnetar Holders have the right and option to request under this Section 2.04. Upon the occurrence of a subsequent Underwritten Offering Withdrawal of either Common Unit Registrable Securities or Preferred Unit Registrable Securities, the right of the Magnetar Holders to demand an Underwritten Offering for the Common Unit Registrable Securities or the Preferred Unit Registrable Securities, as applicable, shall terminate unless the Holders pay all Registration Expenses incurred in connection with such Underwritten Offering Withdrawal. If the Managing Underwriter of any such Underwritten Offering advises the Partnership and the Magnetar Holder who delivered the applicable Underwritten Offering Notice that the total amount of Preferred Units in the case of a Preferred Unit Registration Statement or the total amount of Common Units in the case of a Common Unit Registration Statement (as applicable) that such Magnetar Holder and such other Holders exceeds the number that can be sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the Preferred Units or the Common Units (as applicable) offered or the market for the Preferred Units or the Common Units (as applicable), then the Preferred Units or the Common Units (as applicable) to be included in such Underwritten Offering shall include the number of Preferred Unit Registrable Securities or Common Unit Registrable Securities (as applicable) that such Managing Underwriter advises such Magnetar Holder and the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, pro

rata among such Magnetar Holder and such other Holders, based, for such Magnetar Holder or each such other Holder (as applicable), on the percentage derived by dividing (x) the number of Preferred Unit Registrable Securities or Common Unit Registrable Securities (as applicable) proposed to be sold by such Magnetar Holder or such other Holder (as applicable) by (y) the aggregate number of Preferred Unit Registrable Securities or Common Unit Registrable Securities (as applicable) proposed to be sold by such Magnetar Holder and all such other Holders, (ii) second, to the Partnership and Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, to any current or future holder of any securities of the Partnership granted registration rights in accordance with Section 2.12 hereof.

(b) Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any “demand” rights that would require the Partnership to effect an Underwritten Offering on behalf of the Holders other than the one (1) Underwritten Offering of Common Unit Registrable Securities and one (1) Underwritten Offering of Preferred Unit Registrable Securities contemplated under this Section 2.04.

Section 2.05 Sale Procedures.

In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

(a) prepare and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b) if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus supplement;

(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing a Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(d) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to such Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

(f) immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(h) in the case of an Underwritten Offering, use commercially reasonable efforts to furnish upon request, (i) an opinion of counsel for the Partnership dated the date of the closing under the underwriting agreement and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such underwriters and Selling Holders may reasonably request;

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, covering a period of twelve months after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(j) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and Partnership and General Partner personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Partnership need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Partnership;

(k) use its commercially reasonable efforts to cause all such Common Unit Registrable Securities and, subject to Section 16.11 of the Amended and Restated Partnership Agreement, any Preferred Unit Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which the Common Units issued by the Partnership are then listed;

(l) use commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(m) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(n) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities (including, (i) making appropriate officers of the General Partner available to participate via conference call in connection with no more than one (1) “road show” presentation per Underwritten Offering, and (ii) using commercially reasonable efforts to make appropriate officers of the General Partner available to participate remotely in other marketing efforts reasonably requested by the Managing Underwriter); and

(o) if requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment.

The Partnership will not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on such Registration Statement, notwithstanding anything to the contrary, such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with respect to such Holder’s Registrable Securities and the Partnership shall have no further obligations hereunder with respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary underwriter’s due diligence (including receipt of comfort letters and opinions of counsel) with respect to the Partnership at the time such Holder’s consent is sought.

Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection (f) of this Section 2.05, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.05 or until it is advised in writing by the Partnership that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the Managing Underwriter, if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 2.06 Cooperation by Holders.

Notwithstanding anything to the contrary, the Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to the terms of this Agreement who has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities.

Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates) holds less than the Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated (i) for the Common Unit Registrable Securities, based on the product of the Common Unit Price times the number of Common Unit Registrable Securities; and (ii) for the Preferred Unit Registrable Securities, based on the product of the Common Unit Price times the number of Common Units issuable upon conversion of the Preferred Unit Registrable Securities). In addition, this Section 2.07 shall not apply to any Holder that does not participate in such Underwritten Offering.

Section 2.08 Expenses.

(a) Expenses. The Partnership will pay all reasonable Registration Expenses as determined in good faith, incurred in connection with (i) the registration of Registrable Securities under Section 2.01(a) or Section 2.01(b), if requested, and (ii) subject to Section 2.04 with respect to Underwritten Offering Withdrawals, one (1) Underwritten Offering completed pursuant to Section 2.04 for either the Common Unit Registrable Securities or the Preferred Unit Registrable Securities (the “Funded Underwritten Offering”). Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder, and, subject to Section 2.04 with respect to Underwritten Offering Withdrawals, its pro rata share of 75% of all reasonable Registration Expenses incurred in connection with any registration or sale of Registrable Securities pursuant to Section 2.04, other than the Funded Underwritten Offering. For the avoidance of doubt, each Selling Holder’s pro rata allocation of Selling Expenses and Registration Expenses, as applicable, shall be the percentage derived by dividing (i) the number of Registrable Securities sold by such Selling Holder in connection with such sale by (ii) the aggregate number of Registrable Securities sold by all Selling Holders in connection with such sale. In addition, except as otherwise provided in Sections 2.08 and 2.09 hereof, the Partnership shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

(b) Certain Definitions. “Registration Expenses” means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01(a) or an Underwritten Offering covered under this Agreement, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc., fees of

transfer agents and registrars, all word processing, duplicating and printing expenses, the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, and the reasonable fees and disbursements of one counsel for the Selling Holders participating in such Registration Statement or Underwritten Offering to effect the disposition of such Registrable Securities, selected by the Holders of a majority of the Registrable Securities initially being registered under such Registration Statement or other registration statement as contemplated by this Agreement, subject to the reasonable consent of the Partnership, provided, however, that the Partnership shall not be responsible for reasonable fees and disbursements of one counsel for the Selling Holders in excess of $50,000. “Selling Expenses” means all underwriting discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities, and fees and disbursements of counsel to the Selling Holders and any transfer taxes, except for the reasonable fees and disbursements of counsel for the Selling Holders required to be paid by the Partnership pursuant to Sections 2.08 and 2.09.

Section 2.09 Indemnification.

(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such Registration Statement or such other registration statement, or preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto; provided, however, that in no event shall the liability of any Selling Holder exceed the amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party other than under this Section 2.09. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.09 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable out-of-pocket costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred; provided, however, that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be responsible for the reasonable expenses and fees of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified parties. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses (other than as a result of any limitations set forth in the express terms of such indemnification provisions), then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.09 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.10 Rule 144 Reporting.

With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, at all times from and after the date hereof;

(b) file with the Commission in a timely manner all reports and other documents required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available electronically at no additional charge via the Commission’s XXXXX system, to such Holder forthwith upon request a copy of the most recent annual or, if applicable, quarterly, report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 2.11 Transfer or Assignment of Registration Rights.

The rights to cause the Partnership to register Registrable Securities granted to the Purchasers by the Partnership under this Article II may be transferred or assigned by any Purchaser to one or more transferees or assignees of Registrable Securities, subject to the transfer restrictions on Registrable Securities provided in Section 16.10 of the Amended and Restated Partnership Agreement, provided, however, that (i) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $10.0 million of Registrable Securities (based on the Common Unit Price), (ii) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (iii) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Section 2.12 Limitation on Subsequent Registration Rights.

From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would grant such current or future holder piggyback participation rights allowing such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than expressly subordinate to the rights of the Holders of Registrable Securities hereunder.

Section 2.13 Compliance.

Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sale of the Registrable Securities and shall sell the Registrable Securities in accordance with a method of distribution described in the Registration Statement.

Section 2.14 Information.

Each Holder shall supply such information with respect to itself, its directors, officers and shareholders and such other matters as may be reasonably necessary as the Partnership may reasonably request for the purpose of preparation of any registration statement, notice, form or other documents required to be filed with the Governmental Authority.

ARTICLE III

MISCELLANEOUS

Section 3.01 Communications.

All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery:

(a) if to a Purchaser:

To the respective address listed on Schedule A hereof

with a copy to (which shall not constitute notice):

Xxxxxxxx & Xxxxx LLP

000 Xxxxxx Xx., Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attention: Xxxxxxx X. Xxxxx

Facsimile: (000) 000-0000

Email: xxxx.xxxxx@xxxxxxxx.xxx

(b) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to Section 2.11 above; and

Teekay Offshore Partners L.P.

4th Floor, Belvedere Building

00 Xxxxx Xxx Xxxx

Xxxxxxxx XX 00, Xxxxxxx

Xxxxxxxxx: Corporate Secretary

Facsimile: (000) 000-0000

With a copy to (which shall not constitute notice):

Xxxxxxx Coie LLP

0000 X.X. Xxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxx Xxxxxxxx

Facsimile: (000) 000-0000

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service.

Section 3.02 Successor and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03 Assignment of Rights.

All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser only in accordance with Section 2.11 hereof.

Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units.

The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

Section 3.05 Aggregation of Registrable Securities.

All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights and applicability of any obligations under this Agreement.

Section 3.06 Specific Performance.

Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

Section 3.07 Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or .pdf counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 3.08 Headings.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.09 Governing Law.

THIS AGREEMENT, INCLUDING ALL ISSUES AND QUESTIONS CONCERNING ITS APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT, SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

Section 3.10 Severability of Provisions.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.11 Entire Agreement.

This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement and the Preferred Unit Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.12 Amendment.

This Agreement may be amended only by means of a written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

Section 3.13 No Presumption.

If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.14 Obligations Limited to Parties to Agreement.

Each of the Parties hereto covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted transferees and assignees) and the Partnership shall have any obligation hereunder. Notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any

former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate thereof, as such, for any obligations of the Purchasers under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of a Purchaser hereunder.

Section 3.15 Independent Nature of Purchaser’s Obligations.

The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

Section 3.16 Interpretation.

Article and Section references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The words “include,” “includes” and “including” or words of similar import shall be deemed to be followed by the words “without limitation.” Whenever any determination, consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified. Unless expressly set forth or qualified otherwise (e.g., by “Business” or “trading”), all references herein to a “day” are deemed to be a reference to a calendar day.

[Signature pages to follow]

IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.


TEEKAY OFFSHORE PARTNERS L.P.

By:		Teekay Offshore GP L.L.C., its general partner

By:		/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and Chief Financial Officer

[Signature Page to Registration Rights Agreement]


MTP ENERGY FUND, LTD:
By:		MTP Energy Management LLC, its Investment Advisor
By:		Magnetar Financial LLC, its Sole Member

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Chief Compliance Officer


MTP ENERGY OPPORTUNITIES FUND LLC:
By:		MTP Energy Management LLC, its Managing Member
By:		Magnetar Financial LLC, its Sole Member

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Chief Compliance Officer


MTP ENERGY OPPORTUNITIES FUND II LLC:
By:		MTP Energy Management LLC, its Managing Member
By:		Magnetar Financial LLC, its Sole Member

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Chief Compliance Officer


MTP ENERGY OPPORTUNITIES FUND II CAYMAN LP:
By:		MTP EOF II GP Ltd, its General Partner

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Director

[Signature Page to Registration Rights Agreement]


TRIANGLE PEAK PARTNERS II, LP

By:		Triangle Peak Partners II General Partner, LLC, its General Partner

By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Member


TPP II ANNEX FUND, LP
By:		Triangle Peak Partners II General Partner, LLC, its General Partner

By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Member

[Signature Page to Registration Rights Agreement]

Schedule A

Purchaser Name; Notice and Contact Information


Purchaser		Contact Information

MTP Energy Fund LTD		Magnetar Financial LLC 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Chief Legal Officer Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx

MTP Energy Opportunities Fund LLC		Magnetar Financial LLC 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Chief Legal Officer Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx

MTP Energy Opportunities Fund II LLC		Magnetar Financial LLC 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Chief Legal Officer Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx

MTP Energy Opportunities Fund II Cayman LP		Magnetar Financial LLC 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Chief Legal Officer Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx

Triangle Peak Partners II, LP		Triangle Peak Partners II, LP c/o Triangle Peak Partners II General Partner, LLC XX Xxx 0000 Xxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxx, CFO Facsimile: (000) 000-0000 Email: xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx

TPP II Annex Fund, LP

c/o Triangle Peak Partners II General Partner, LLC

XX Xxx 0000

Xxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxx Xxxxxx, CFO

Facsimile: (000) 000-0000

Email: xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx

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REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETO

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