COMMON UNIT PURCHASE AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETO

Exhibit 10.1

by and among

and

THE PURCHASERS NAMED ON SCHEDULE A HERETO

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		1

Section 1.1	Definitions	1

ARTICLE II AGREEMENT TO SELL AND PURCHASE		5

Section 2.1	Sale and Purchase	5
Section 2.2	Closing	5
Section 2.3	Mutual Conditions	6
Section 2.4	Each Purchaser’s Conditions	6
Section 2.5	The Partnership’s Conditions	7
Section 2.6	Partnership Deliveries	8
Section 2.7	Purchaser Deliveries	9
Section 2.8	Independent Nature of Purchasers’ Obligations and Rights	9

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP		10

Section 3.1	Existence	10
Section 3.2	Purchased Units; Capitalization	10
Section 3.3	Subsidiaries	11
Section 3.4	No Conflict	13
Section 3.5	No Default	13
Section 3.6	Authority	13
Section 3.7	Approvals	13
Section 3.8	Compliance with Laws	14
Section 3.9	Due Authorization	14
Section 3.10	Valid Issuance; No Options or Preemptive Rights; Title	14
Section 3.11	No Registration Rights	14
Section 3.12	Periodic Reports	15
Section 3.13	Litigation	15
Section 3.14	Insurance	15
Section 3.15	Internal Accounting Controls	15
Section 3.16	No Material Adverse Change	16
Section 3.17	Certain Fees	16
Section 3.18	No Side Agreements	16
Section 3.19	No Registration	16
Section 3.20	Investment Company Status	16
Section 3.21	Form F-3 Eligibility	16
Section 3.22	Passive Foreign Investment Company	16
Section 3.23	Tax Status	16
Section 3.24	Foreign Corrupt Practices Act	17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS		17

Section 4.1	Existence	17
Section 4.2	Authorization, Enforceability	17


Section 4.3	No Breach	18
Section 4.4	Certain Fees	18
Section 4.5	No Side Agreements	18
Section 4.6	Investment	18
Section 4.7	Nature of Purchaser	19
Section 4.8	Restricted Securities	19
Section 4.9	Legend	19
Section 4.10	Short Selling	19
Section 4.11	Trading Activities	20
Section 4.12	Short Selling Acknowledgement and Agreement	20
Section 4.13	Purchaser Investigation; Partnership Projections	20

ARTICLE V COVENANTS		20

Section 5.1	Taking of Necessary Action	20
Section 5.2	Other Actions	20
Section 5.3	Payment and Expenses	20
Section 5.4	Use of Proceeds	21
Section 5.5	Delivery of Purchased Units	21

ARTICLE VI INDEMNIFICATION		21

Section 6.1	Indemnification by the Partnership	21
Section 6.2	Indemnification by Purchasers	21
Section 6.3	Indemnification Procedure	22

ARTICLE VII MISCELLANEOUS		23

Section 7.1	Interpretation and Survival of Provisions	23
Section 7.2	Survival of Provisions	23
Section 7.3	No Waiver; Modifications in Writing	23
Section 7.4	Binding Effect; Assignment	24
Section 7.5	Communications	24
Section 7.6	Removal of Legend	25
Section 7.7	Entire Agreement	25
Section 7.8	Governing Law	26
Section 7.9	Execution in Counterparts	26
Section 7.10	Termination	26
Section 7.11	Recapitalization, Exchanges, Etc. Affecting the Common Units	26
Section 7.12	Disclosure	26

Schedule A	List of Purchasers and Commitment Amounts
Schedule B	Notice and Contact Information
Schedule 3.13	Litigation


Exhibit A —		Form of Registration Rights Agreement
Exhibit B —		Form of Opinion of Xxxxxxx Coie LLP
Exhibit C —		Form of Opinion of Xxxxxx Xxxxxx & Xxxxxxxx LLP

Exhibit 10.1

COMMON UNIT PURCHASE AGREEMENT

This COMMON UNIT PURCHASE AGREEMENT, dated as of June 16, 2016 (as further defined below, this “Agreement”), is by and among TEEKAY OFFSHORE PARTNERS L.P., a Xxxxxxxx Islands limited partnership (the “Partnership”), and the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Partnership desires to sell to the Purchasers, and the Purchasers desire to purchase from the Partnership, certain Common Units (as defined below), in accordance with the provisions of this Agreement.

WHEREAS, in connection with the issuance of the Common Units pursuant to this Agreement, the Partnership and the Purchasers will enter into a registration rights agreement (the “Registration Rights Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Partnership will provide the Purchasers with certain registration rights with respect to the Common Units acquired pursuant hereto.

WHEREAS, in connection with the Partnership’s recapitalization plan, at or prior to the Closing, the Partnership intends to (i) enter into a Preferred Unit and Warrant Purchase Agreement (the “Series D Purchase Agreement”) pursuant to which it will sell, in a private placement (the “Series D Offering”) up to $200 million of Series D Cumulative Convertible Perpetual Preferred Units (the “Series D Preferred Units”) and related warrants (the “Series D Warrants”), (ii) pursuant to the terms of a letter agreement between the Partnership and the holders of the Series C Preferred Units (as defined below) and related documentation setting forth the terms of the Series C transaction (the “Series C Transaction”) to exchange a portion of the outstanding Series C Preferred Units for Common Units and exchange the remaining Series C Common Units, on a one-for-one basis, for a new series of preferred units of the Partnership designated as 8.60% Series C-1 Cumulative Convertible Perpetual Preferred Units (the “Series C-1 Preferred Units”).

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 is hereby acknowledged, the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“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 set forth in the introductory paragraph, as amended, supplemented, continued or modified.

“Business Day” means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in New York, New York, U.S.A. are authorized or obligated to close.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” has the meaning specified in Section 2.2.

“Commission” means the United States Securities and Exchange Commission.

“Common Unit Price” has the meaning specified in Section 2.1(a).

“Common Units” means the Common Units representing limited partnership interests in the Partnership having the rights and obligations specified in the Restated Partnership Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Existing Registration Rights Agreement” means the Registration Rights Agreement, dated July 1, 2015, by and among the Partnership and each of the Persons set forth on Schedule A thereto.

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

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective Properties.

“Indemnified Party” has the meaning specified in Section 6.3.

“Indemnifying Party” has the meaning specified in Section 6.3.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority or other encumbrance upon or with respect to any property of any kind; provided, however, that any charter or services contracts to which the Partnership’s vessels are subject shall not be deemed Liens.

“Xxxxxxxx Islands LLC Act” means the Xxxxxxxx Islands Limited Liability Company Act of 1996, as amended.

“Xxxxxxxx Islands LP Act” means the Xxxxxxxx Islands Limited Partnership Act, as amended.

“Material Adverse Effect” has the meaning specified in Section 3.1.

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

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

“Operating Company” means Teekay Offshore Operating L.P., a Xxxxxxxx Islands limited partnership.

“Operative Documents” means, collectively, this Agreement and the Registration Rights Agreement, or any amendments, supplements, continuations or modifications thereto.

“Partnership” has the meaning set forth in the introductory paragraph.

“Partnership Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership dated July 1, 2015, as amended to date.

“Partnership Entities” and each a “Partnership Entity” means the General Partner, the Partnership and each of the Partnership’s Subsidiaries, other than those Subsidiaries which, individually, or in the aggregate, would not constitute a “significant subsidiary” as defined in Regulation S-X.

“Partnership Related Parties” has the meaning specified in Section 6.2.

“Partnership SEC Documents” has the meaning specified in Section 3.12.

“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 form of entity.

“Preferred Units” has the meaning specified in Section 3.3(c).

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchase Price” means, with respect to a particular Purchaser, the amount set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto.

“Purchased Units” means, with respect to a particular Purchaser, the number of Common Units set forth opposite such Purchaser’s name under the column titled “Common Units” set forth on Schedule A.

“Purchaser” and “Purchasers” have the meanings set forth in the introductory paragraph.

“Purchaser Related Parties” has the meaning specified in Section 6.1.

“Registration Rights Agreement” has the meaning set forth in the recitals hereto.

“Representatives” of any Person means the Affiliates, officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person.

“Restated Partnership Agreement” means the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership to be adopted by the Partnership prior to the Closing to set forth, among other things, the terms of the Series C-1 Preferred Units and the Series D Preferred Units.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Series A Preferred Units” has the meaning specified in Section 3.3(c).

“Series B Preferred Units” has the meaning specified in Section 3.3(c).

“Series C Preferred Units” has the meaning specified in Section 3.3(c).

“Series C Transaction” has the meaning set forth in the recitals hereto.

“Series C-1 Preferred Units” has the meaning set forth in the recitals hereto.

“Series D Offering” has the meaning set forth in the recitals hereto.

“Series D Preferred Units” has the meaning set forth in the recitals hereto.

“Series D Purchase Agreement” has the meaning set forth in the recitals hereto.

“Series D Registration Rights Agreement” means the registration rights agreement to be entered into among the Partnership and the purchasers of the Series D Preferred Units in the Series D Offering.

“Series D Warrants” has the meaning set forth in the recitals hereto.

“Short Sales” means, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“Subsidiary” means, as to any Person, any corporation or other entity of which: (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Teekay” means Teekay Corporation, a Xxxxxxxx Island corporation.

“Teekay Offshore Holdings” shall have the meaning set forth in Section 3.4(a).

“Walled Off Person” shall have the meaning set forth in Section 4.5.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.1 Sale and Purchase.

(a) Subject to the terms and conditions hereof, the Partnership hereby agrees to issue and sell to each Purchaser and each Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, its respective Purchased Units, and each Purchaser agrees, severally and not jointly, to pay the Partnership the Common Unit Price for each Purchased Unit as set forth in paragraph (b) below. The obligations of each Purchaser under this Agreement are independent of the obligations of each other Purchaser, and the failure or waiver of performance by any Purchaser does not excuse performance by any other Purchaser or by the Partnership.

(b) The amount per Common Unit each Purchaser will pay to the Partnership to purchase the Purchased Units (the “Common Unit Price”) hereunder shall be $4.55.

Section 2.2 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place at the offices of Xxxxxxx Coie LLP, 0000 X.X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000-0000, or such other location as mutually agreed by the parties and upon the satisfaction or waiver of the conditions set forth in Sections 2.3, 2.4 and 2.5 (the date of such closing, the “Closing Date”).

Section 2.3 Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by the Operative Documents or makes the transactions contemplated hereby illegal;

(b) There shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by the Operative Documents;

(c) The sum of (a) the aggregate Purchase Prices of the Purchasers paid for Purchased Units at the Closing and (b) the aggregate purchase price of investors purchasing Series D Preferred Units as part of the Series D Offering shall equal or exceed $200 million; and

(d) The consent required to approve the Partnership’s proposed bond amendment has been obtained, and all conditions precedent to the Partnership’s proposed bond amendment shall have been completed, on terms not materially different from those distributed to the Partnership’s bondholders on May 19, 2016 and without waiver of any conditions precedent set forth therein other than with respect to the composition of the equity securities (preferred or common) to be sold by the Partnership.

Section 2.4 Each Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):

(a) The Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;

(b) (i) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date as if made on and as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and (ii) all other representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date as if made on and as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only);

(c) The Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the Partnership’s closing deliveries described in Section 2.6;

(d) The Partnership shall have filed a supplemental listing application with the NYSE to list the Purchased Units;

(e) No notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units;

(f) The Common Units shall not have been suspended by the Commission or the NYSE from trading on the NYSE nor shall suspension by the Commission or the NYSE have been threatened in writing by the Commission or the NYSE; and

(g) Since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing.

Section 2.5 The Partnership’s Conditions. The obligation of the Partnership to consummate the sale of the Purchased Units to a Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to such Purchaser (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):

(a) (i) The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true and correct when made and as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and (ii) all other representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date (except that any such representations of such Purchaser made as of a specific date shall be required to be true and correct in all material respects as of such date only); and

(b) Such Purchaser shall have delivered, or caused to be delivered, to the Partnership at the Closing such Purchaser’s closing deliveries described in Section 2.7.

By acceptance of the applicable Purchased Units, each Purchaser shall be deemed to have represented to the Partnership that such Purchaser has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date; and the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct as of such date only) and all other representations and warranties of such Purchaser are true and correct in all material respects as of the Closing Date (except that any such representations and warranties made as of a specific date shall be required to be true and correct in all material respects as of such date only).

Section 2.6 Partnership Deliveries. At the Closing, subject to the terms and conditions hereof, the Partnership will deliver, or cause to be delivered, to each Purchaser:

(a) At the election of each Purchaser, either (i) evidence of issuance of the Purchased Units purchased by each Purchaser credited to book-entry accounts maintained by the transfer agent, or (ii) physical certificates representing the Purchased Units purchased by such Purchaser, duly executed on behalf of the Partnership and registered in the name of such Purchaser (or its nominee) (which physical certificates shall be delivered in .pdf format on the Closing Date and promptly mailed to the address specified by such Purchaser), in each case, bearing a restrictive notation free and clear of any Liens, other than under applicable federal and state securities laws, it being understood that such Purchased Shares shall be issued only after receipt by the Partnership of the full Unit Price therefor;

(b) A countersigned “Supplemental Listing Application” approving the Common Units for listing by the NYSE, subject to notice of issuance;

(c) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as of a recent date;

(d) A certificate of the Registrar of Corporations of the Republic of the Xxxxxxxx Islands, dated a recent date, to the effect that each of the General Partner and the Partnership is in good standing;

(e) A cross-receipt executed by the Partnership and delivered to such Purchaser certifying that it has received the Purchase Price from such Purchaser as of the Closing Date;

(f) An opinion addressed to the Purchasers from Xxxxxxx Coie LLP, legal counsel to the Partnership, dated as of the Closing Date, in the form and substance attached hereto as Exhibit B;

(g) An opinion addressed to the Purchasers from Xxxxxx Xxxxxx & Xxxxxxxx LLP, relating to Xxxxxxxx Islands law, dated as of the Closing Date, in the form and substance attached hereto as Exhibit C;

(h) A certificate, dated the Closing Date and signed by the Chief Executive Officer and by the Chief Financial Officer, any Vice President or Secretary of the General Partner, on behalf of the Partnership, in his or her capacities as such, stating that:

(i) The Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and

(ii) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct when made and are true and correct as of the Closing Date and all other representations and warranties of the Partnership were true and correct in all material respects when made and are true and correct in all material respects as of the Closing Date; in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct or true and correct in all material respects, as applicable, as of such date only); and

(i) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership and the Partnership Agreement and the Restated Partnership Agreement, (2) the Certificate of Formation of the General Partner and its Limited Liability Company Agreement, (3) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units and (4) the signatures of the officers executing the Operative Documents; and

(j) the Registration Rights Agreement, which shall have been duly executed by the Company.

Section 2.7 Purchaser Deliveries. At the Closing, subject to the terms and conditions hereof, each Purchaser will deliver, or cause to be delivered, to the Partnership:

(a) Payment to the Partnership of the Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” on Schedule A hereto by wire transfer of immediately available funds to an account designated by the Partnership in writing at least two Business Days prior to the Closing Date; provided, however, that such delivery shall only be required after the delivery of the Purchased Units as set forth in Section 2.6(a); and

(b) A cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received its Purchased Units as of the Closing Date.

Section 2.8 Independent Nature of Purchasers’ Obligations and Rights. 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 hereto, 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. It is expressly understood and agreed that each provision contained in this Agreement is between the Partnership and a Purchaser, solely, and not between the Partnership and the Purchasers collectively and not between and among the Purchasers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership represents and warrants to each Purchaser as follows:

Section 3.1 Existence. Each of the Partnership Entities has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability company, limited partnership or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, and has the full limited liability company, limited partnership or corporate, as the case may be, power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own, lease or hold its Properties and assets and to conduct the businesses in which it is engaged, and is duly registered or qualified to do business and in good standing as a foreign limited liability company, limited partnership or corporation, as the case may be, in each jurisdiction in which its ownership or lease of Property or the conduct of its business requires such qualification, except where the failure to so register or qualify would not reasonably be expected to (i) have, individually or in the aggregate, a material adverse effect on the condition (financial or other), results of operations, securityholders’ equity, Properties, business, assets or prospects of the Partnership Entities taken as a whole, the ability of the Partnership Entities to meet their obligations under the Operative Documents or the ability of the Partnership Entities to consummate the transactions under any Operative Document on a timely basis (except, in each case, to the extent any such material adverse effect after the date hereof results from, arises out of or relates to: (A) the announcement of the transactions contemplated by this Agreement or the satisfaction of the obligations set forth herein, (B) a general deterioration in the economy or changes in the general state of the industries in which the Partnership Entities operate, except to the extent that the Partnership Entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (C) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, or (D) changes in accounting principles or regulations imposed upon the Partnership Entities or their businesses applicable generally or to such industries (a “Material Adverse Effect”)) or (ii) subject the limited partners of the Partnership to any material liability or disability.

Section 3.2 Purchased Units; Capitalization.

(a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Restated Partnership Agreement, which shall be unchanged with respect to such rights, preferences, privileges and restrictions from those in the Partnership Agreement.

(b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership (not including any Preferred Units); such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Restated Partnership Agreement).

(c) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of (i) 107,128,349 Common Units, (ii) 6,000,000 of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”), (iii) 5,000,000 of the Partnership’s 8.50% Series B Cumulative Redeemable Preferred Units (“Series B Preferred Units”), (iv) 10,438,413 of the Partnership’s 8.60% Series C Cumulative Convertible Perpetual Preferred Units (“Series C Preferred Units”), and (v) the Incentive Distribution Rights (as defined in the Partnership Agreement and the Restated Partnership Agreement). All outstanding Common Units, Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement or the Restated Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement and the Restated Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the Partnership Agreement and Restated Partnership Agreement). Prior to the Closing, the Partnership intends to adopt the Restated Partnership Agreement which will also, among other things, set forth the rights, preferences, privileges and restrictions governing the Partnership’s Series C-1 Preferred Units and the Partnership’s Series D Preferred Units (the Series C-1 Preferred Units and the Series D Preferred Units, together with the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, collectively the “Preferred Units”) to be issued as part of the Partnership’s recapitalization plan. In connection with the Series C Transaction, at or about the time of the Closing, the Partnership will exchange 1,920,668 Series C Preferred Units for 8,323,809 Common Units, and the remaining 8,517,745 Series C Preferred Units will be exchanged on a one-for-one basis into Series C-1 Preferred Unit. In connection with the Series D Offering, at or about the time of the Closing, the Partnership will issue up to $200 million of Series D Preferred Units at a price of $25.00 per Series D Preferred Unit. For each Series D Preferred Unit purchased, the purchaser will receive two Series D Warrants, one warrant to purchase 1.125 Common Units, and a second warrant to purchase 0.5625 Common Unit.

(d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.

(e) The Common Units are, and the Purchased Units will be upon issuance, “covered securities” for purposes of Section 18 of the Securities Act.

Section 3.3 Subsidiaries.

(a) The Partnership owns a 100% membership interest in Teekay Offshore Holdings L.L.C., a Xxxxxxxx Islands limited liability company (“Teekay Offshore Holdings”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of Teekay Offshore Holdings, as amended on or prior to the date hereof (the “Teekay Offshore Holdings LLC Agreement”), and is fully paid (to the extent required under the Teekay Offshore Holdings LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act and except as may be provided in the Teekay Offshore Holdings LLC Agreement); and the Partnership owns such membership interest free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Partnership SEC Documents.

(b) Teekay Offshore Holdings owns a 100% membership interest in OLP GP; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of OLP GP, as amended or restated on or prior to the date hereof (the “OLP GP LLC Agreement”), and is fully paid (to the extent required under the OLP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act and the organizational documents of OLP GP); and Teekay Offshore Holdings owns such membership interest free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Partnership SEC Documents.

(c) Teekay Offshore Holdings directly owns a 99.09% limited partner interest in the Operating Company and OLP GP directly owns a 0.91% general partner interest in the Operating Company; such partner interests have been duly authorized and validly issued in accordance with the partnership agreement of the Operating Company, as amended or restated on or prior to the date hereof (the “Operating Company Partnership Agreement”), and are fully paid (to the extent required under such Operating Company Partnership Agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the organizational documents of the Operating Company); and Teekay Offshore Holdings and OLP GP, respectively, own such partner interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Partnership SEC Documents.

(d) The Partnership and the Operating Company own, directly or indirectly, the equity interests indicated in such Exhibit of the Subsidiaries described in Exhibit 8.1 to the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2015; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Subsidiary, and are fully paid (to the extent required under such organizational documents) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Partnership SEC Documents.

Section 3.4 No Conflict. None of (i) the offering, issuance and sale by the Partnership of the Purchased Units and the application of the proceeds therefrom, (ii) the execution, delivery and performance of the Operative Documents by the Partnership, or (iii) the consummation of the transactions contemplated hereby or thereby conflicts or will conflict with, or results or will result in a breach or violation of or imposition of any Lien upon any Property or assets of the Partnership Entities pursuant to, (A) the formation or governing documents of any of the Partnership Entities, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party, by which any of them is bound or to which any of their respective Properties or assets is subject, or (C) any Law applicable to any of the Partnership Entities or injunction of any court or governmental agency or body to which any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any of the Partnership Entities or any of their Properties, except in the case of clause (B) for such conflict, breach, violation or default that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.5 No Default. None of the Partnership Entities is in violation or default of (i) any provision of its respective formation or governing documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party, by which it is bound or to which its property is subject, or (iii) any Law of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Partnership Entities or any of their Properties, as applicable, except, in the case of clauses (ii) or (iii), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.6 Authority. The Partnership has all requisite power and authority to enter into this Agreement. On the Closing Date, the Partnership will have all requisite power and authority to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Restated Partnership Agreement. On the Closing Date, all partnership or limited liability company action, as the case may be, required to be taken by the General Partner and the Partnership for the authorization, issuance, sale and delivery of the Purchased Units, the execution and delivery of the Operative Documents and the consummation of the transactions contemplated hereby and thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or will be required under the Restated Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and sale of the Purchased Units to the Purchasers.

Section 3.7 Approvals. Except as required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Partnership of any of the Operative Documents to which it is a party or the Partnership’s issuance and sale of the Purchased Units, except as may be required under the state securities or “Blue Sky” Laws.

Section 3.8 Compliance with Laws. Neither the Partnership nor any of its Subsidiaries is in violation of any Law applicable to the Partnership or its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Partnership and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Partnership nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.9 Due Authorization. Each of the Operative Documents has been duly and validly authorized and has been, or with respect to the Operative Documents to be delivered at the Closing Date, will be, validly executed and delivered by the Partnership or the General Partner, as the case may be, and constitutes, or will constitute, the legal, valid and binding obligations of the Partnership or the General Partner, as the case may be, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 3.10 Valid Issuance; No Options or Preemptive Rights; Title. The Purchased Units to be issued and sold by the Partnership to each Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Restated Partnership Agreement, fully paid (to the extent required under the Restated Partnership Agreement) and non-assessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the Restated Partnership Agreement) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Restated Partnership Agreement or this Agreement and under applicable federal and state securities laws and (ii) such Liens as are created by the Purchasers. Except as set forth in the Partnership Agreement with respect to the General Partner, the holders of outstanding Common Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for Common Units; and, except for the Series D Warrants, the Series C Transaction and as set forth in the Restated Partnership Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding.

Section 3.11 No Registration Rights. Except as contemplated by the Partnership Agreement, this Agreement, the Registration Rights Agreement, the Series D Registration Rights Agreement, and the Existing Registration Rights Agreement, there are no contracts, agreements or understandings between the Partnership and any Person granting such Person the right to require the Partnership to file a registration statement under the Securities Act with respect to any securities of the Partnership or to require the Partnership to include such securities in any securities registered or to be registered pursuant to any registration statement filed by or required to be filed by the Partnership under the Securities Act.

Section 3.12 Periodic Reports. The Partnership’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed prior to the date hereof, collectively the “Partnership SEC Documents”) have been filed with the Commission on a timely basis. The Partnership SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent Partnership SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) in the case of the financial statements, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) in the case of the financial statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, for the absence of certain footnote disclosure and normal, recurring year-end adjustments or as otherwise permitted by the rules and regulations of the Commission), and (e) fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Partnership and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. KPMG LLP is an independent registered public accounting firm with respect to the Partnership and the General Partner and has not resigned or been dismissed as independent registered public accountants of the Partnership as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.13 Litigation. As of the date hereof, except as set forth on Schedule 3.13 hereto or in the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2015, there are no legal or governmental proceedings pending to which any Partnership Entity is a party or to which any Property or asset of any Partnership Entity is subject that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity of any of the Operative Documents or the right of any Partnership Entity to enter into any of the Operative Documents or to consummate the transactions contemplated hereby and thereby and, to the knowledge of the Partnership, no such proceedings are threatened by Governmental Authorities or others.

Section 3.14 Insurance. The Partnership and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. The Partnership does not have any reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

Section 3.15 Internal Accounting Controls. The Partnership and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Partnership is not aware of any failures of such internal accounting controls.

Section 3.16 No Material Adverse Change. As of the date hereof, except as set forth in the Partnership’s Report on Form 6-K for the quarter ended March 31, 2016, since March 31, 2016, there has been no change, event, occurrence, effect, fact, circumstance or condition that has had or would reasonably be likely to have a Material Adverse Effect.

Section 3.17 Certain Fees. Other than fees payable to Citigroup Global Markets, Inc. and DNB Markets, Inc. for their services as placement agents, no fees or commissions are or will be payable by the Partnership to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 3.18 No Side Agreements. There are no agreements by, among or between the Partnership or any of its Affiliates, on the one hand, and any Purchaser or any of their Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents and agreements entered into in connection with the Series C Transaction and the Series D Offering, nor promises or inducements for future transactions between or among any of such parties.

Section 3.19 No Registration. Assuming the accuracy of the representations and warranties of each Purchaser contained in Article IV, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Partnership nor, to the knowledge of the Partnership, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.20 Investment Company Status. The Partnership is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

Section 3.21 Form F-3 Eligibility. As of the date hereof, the Partnership has been, since the time of filing its most recent registration statement on Form F-3, and continues to be eligible to use Form F-3.

Section 3.22 Passive Foreign Investment Company. To the knowledge of the Partnership, after consultation with United States federal income tax counsel, none of the Partnership Entities is a Passive Foreign Investment Company within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended.

Section 3.23 Tax Status. None of the Partnership Entities, other than the Partnership and the General Partner, has elected to be classified as an association taxable as a corporation for United States federal income tax purposes. Each of the Partnership Entities, other than the Partnership and the General Partner, is, or will pursuant to Treasury Regulations Section 301.7701-3 timely and properly elect to be, classified as a disregarded entity if it has one owner or as a partnership if it has more than one owner for United States federal income tax purposes.

Section 3.24 Foreign Corrupt Practices Act. No Partnership Entity, nor any director, officer, or employee, nor, to the knowledge of the Partnership Entities, any agent or representative of the Partnership Entities, has taken or will take any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (such act, including the rules and regulations thereunder, the “FCPA”), including, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Partnership Entities have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser, severally and not jointly, hereby represents and warrants to the Partnership that:

Section 4.1 Existence. Such Purchaser is duly organized and validly existing and in good standing under the Laws of its jurisdiction of organization, with all requisite power and authority to own, lease, use and operate its Properties and to conduct its business as currently conducted.

Section 4.2 Authorization, Enforceability. Such Purchaser has all necessary corporate, limited liability company or partnership power and authority to execute, deliver and perform its obligations under the Operative Documents and to consummate the transactions contemplated thereby, and the execution, delivery and performance by such Purchaser of The Operative Documents has been duly authorized by all necessary action on the part of such Purchaser; and this Agreement, and the Registration Rights Agreement, when delivered at the Closing will, constitute the legal, valid and binding obligations of such Purchaser, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 4.3 No Breach. The execution, delivery and performance of the Operative Documents by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the Property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of such Purchaser, or (c) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the cases of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by the Operative Documents.

Section 4.4 Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the transaction contemplated by this Agreement.

Section 4.5 No Side Agreements. There are no other agreements by, among or between such Purchaser and any of its Affiliates, on the one hand, and the Partnership or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents and agreements entered into in connection with the Series D Offering and the Series C Transaction nor promises or inducements for future transactions between or among any of such parties; provided, however, that, subject to such Purchaser’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (a) such Purchaser, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by such Purchaser’s legal or compliance department (and thus have not been privy to any information concerning this transaction) (a “Walled Off Person”) and (b) the foregoing representations in this paragraph shall not apply to any transaction by or on behalf of such Purchaser that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of such Purchaser or receipt of confidential or other information regarding this transaction provided by such Purchaser to such entity.

Section 4.6 Investment. The Purchased Units are being acquired for such Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or other jurisdiction, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased Units, such Purchaser understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state or other securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.

Section 4.7 Nature of Purchaser. Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

Section 4.8 Restricted Securities. Such Purchaser understands that the Purchased Units are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

Section 4.9 Legend. Such Purchaser understands that any certificates evidencing the Purchased Units will bear the legend required by the Partnership Agreement as well as the following legend: “THE UNITS EVIDENCED BY THIS ADVICE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.” Purchased Units held in book-entry accounts shall bear a notation of such restrictive legend.

Section 4.10 Short Selling. Such Purchaser has not made any trades in the Common Units, Preferred Units or any other equity interests of the Partnership or entered into or effected any Short Sales of the Common Units owned by it between (a) the earlier of (x) the time it first began discussion with the Partnership about the transactions contemplated by this Agreement and (y) Friday, June 10, 2016 and (b) the date hereof (it being understood that, without implication that the contrary would otherwise be true, the entering into of a total return swap shall not be considered a Short Sale of Common Units); provided, however, that, subject to such Purchaser’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (a) such Purchaser, for purposes hereof, shall not be deemed to include any Walled Off Person and (b) the foregoing representations in this paragraph shall not apply to any transaction by or on behalf of Purchaser that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Purchaser or receipt of confidential or other information regarding this transaction provided by Purchaser to such entity.

Section 4.11 Trading Activities. Such Purchaser’s trading activities, if any, with respect to the Common Units will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the NYSE.

Section 4.12 Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of securities “against the box” prior to the effective date of a registration statement or prior to the time a Purchaser is eligible to sell such securities under Rule 144 is a violation of Section 5 of the Securities Act.

Section 4.13 Purchaser Investigation; Partnership Projections. Such Purchaser acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Partnership and its businesses and operations and prospects, and such Purchaser has been furnished with or given full access to such information about the Partnership and its businesses and operations as it requested. In connection with such Purchaser’s investigation of the Partnership and its businesses and operations, such Purchaser and its Representatives have received from the Partnership or its Representatives certain projections and other forecasts for the Partnership and certain estimates, plans and budget information. Such Purchaser acknowledges and agrees that (a) there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets, (b) such Purchaser is familiar with such uncertainties and (c) such Purchaser is taking full responsibility for making its own evaluations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it or its Representatives.

ARTICLE V

COVENANTS

Section 5.1 Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents.

Section 5.2 Other Actions. The Partnership shall, prior to the Closing, file a supplemental listing application with the NYSE to list the Purchased Units.

Section 5.3 Payment and Expenses. The Partnership and each Purchaser shall be responsible for its own fees and expenses in connection with the transactions contemplated by this Agreement.

Section 5.4 Use of Proceeds. The Partnership shall use the collective proceeds from the sale of the Purchased Units fund growth capital expenditures, reduce indebtedness of the Partnership senior to the Preferred Units, and other general partnership purposes.

Section 5.5 Delivery of Purchased Units. Prior to and following the Closing, the Partnership shall, and shall cause its transfer agent to, reasonably cooperate with each Purchaser to ensure that the Purchased Units are validly and effectively issued to such Purchaser and that such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification by the Partnership. The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained herein, provided that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of such representations or warranties; and provided further, that no Purchaser Related Party shall be entitled to recover special, indirect, incidental, consequential (including lost profits or diminution in value) or punitive damages. Notwithstanding anything to the contrary, indirect, incidental and consequential damages shall not be deemed to include diminution in value of the Purchased Units to the extent resulting from, arising out of or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained herein, which is specifically included in damages covered by the Purchaser Related Parties’ indemnification.

Section 6.2 Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided that such claim for indemnification relating to a breach of the representations and warranties is made prior to the expiration of such representations and warranties; and provided further, that no Partnership Related Party shall be entitled to recover special, indirect, incidental, consequential (including lost profits or diminution in value) or punitive damages.

Section 6.3 Indemnification Procedure. Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle any such action or claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) 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 in addition 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 expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Interpretation and Survival of Provisions. Article, Section, Schedule, and Exhibit 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 word “including” shall mean “including but not limited to.” Whenever any party has an obligation under the Operative Documents, the expense of complying with that obligation shall be an expense of such party unless otherwise specified. Whenever any determination, consent, or approval is to be made or given by any Purchaser, such action shall be in such Purchaser’s sole discretion unless otherwise specified in the Operative Documents. If any provision in the Operative Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Operative Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Operative Documents, and the remaining provisions shall remain in full force and effect. The Operative Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 7.2 Survival of Provisions. The representations and warranties set forth in Sections 3.1, 3.2, 3.6, 3.9, 3.10 (first sentence), 3.17, 4.4, 4.5, 4.7, 4.8, 4.9, and 4.13 hereunder shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties set forth herein shall survive for a period of twelve (12) months following the Closing Date regardless of any investigation made by or on behalf of the Partnership or any Purchaser. The covenants and agreements made in this Agreement, including the covenants and agreements set forth in this Article VII, or any other Operative Document shall survive the Closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, conversion, exercise or repurchase thereof. All indemnification obligations of the Partnership and the Purchasers pursuant to this Agreement and the provisions of Article VI shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the parties, regardless of any purported general termination of this Agreement.

Section 7.3 No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement or any other Operative Document shall be effective unless signed by each of the parties thereto. Any amendment, supplement or modification of or to any provision of this Agreement or any other Operative Document, any waiver of any provision of this Agreement or any other Operative Document, and any consent to any departure by the Partnership from the terms of any provision of this Agreement or any other Operative Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Partnership in any case shall entitle the Partnership to any other or further notice or demand in similar or other circumstances.

Section 7.4 Binding Effect; Assignment.

(a) Binding Effect. This Agreement shall be binding upon the Partnership, the Purchasers, and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

(b) Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred by such Purchaser to any Affiliate of such Purchaser without the consent of the Partnership. No portion of the rights and obligations of any Purchaser under this Agreement may be transferred by such Purchaser to a non-Affiliate without the prior written consent of the Partnership (which consent shall not be unreasonably withheld by the Partnership). As a condition to any assignment hereunder, the assignee shall agree in writing to be bound by the provisions of this Agreement. The Partnership may not transfer any of its rights or obligations under this Agreement to any Person, except as expressly set forth herein.

Section 7.5 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

(a)

If to any Purchaser:

To its respective address listed on Schedule B hereof

(b)

If to the Partnership:

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:

Xxxxxxx Coie LLP

0000 X.X. Xxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxxx, Xxxxxx 00000-0000

Attention: Xxxxx Xxxxxxxx

Facsimile: (000) 000-0000

or to such other address as the Partnership or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 7.6 Removal of Legend. In connection with a sale of the Purchased Units by a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the Partnership a broker representation letter providing to the Partnership any information the Partnership deems necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of the Partnership and regarding the length of time the Purchased Units have been held. After a registration statement under the Securities Act permitting the public resale of the Purchased Units has become effective or any Purchaser or its permitted assigns have held the Purchased Units for six months, if the certificate for such Purchased Units or the book-entry account of such Purchased Units still bears the notation of the restrictive legend referred to in Section 4.9, the Partnership agrees, upon request of the Purchaser or permitted assignee, to take all steps reasonably necessary to promptly effect the removal of the legend from the Purchased Units, and the Partnership shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to the Partnership any information the Partnership deems necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Partnership (and a covenant to inform the Partnership if it should thereafter become an Affiliate and to consent to exchange its certificates for certificates bearing an appropriate restrictive legend) and regarding the length of time the Purchased Units have been held. Assuming a registration statement is effective or the Purchased Units have been held for greater than six months, whether held in certificated form or in book entry with the transfer agent, the Partnership agrees that upon request, it shall cooperate with the Purchaser to have the Purchased Units moved to such Purchaser’s DTC custodial or brokerage account according to the instructions provided by such Purchaser.

Section 7.7 Entire Agreement. This Agreement and the other Operative Documents and the other agreements and documents referred to herein are 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 and thereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Operative Documents with respect to the rights granted by the Partnership or any of its Affiliates or any Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Operative Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 7.8 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts laws thereof that would apply the laws of any other jurisdiction.

Section 7.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or .pdf format 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 7.10 Termination.

(a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closing by (i) with respect to any particular Purchaser, the written notice by such Purchaser to the Partnership upon a breach in any material respect by the Partnership of any covenant or agreement set forth in this Agreement or (ii) with respect to any particular Purchaser, written notice by the Partnership to such Purchaser upon a breach in any material respect by such Purchaser of any covenant or agreement set forth in this Agreement. For the avoidance of doubt, the termination of this Agreement with respect to any particular Purchaser shall not affect the Agreement with respect to any other Purchaser.

(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate (i) at any time at or prior to the Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal or (ii) if the Closing shall not have occurred by July 15, 2016.

(c) In the event of the termination of this Agreement as provided in this Section 7.10, (1) this Agreement shall forthwith become null and void as to the applicable Parties, and (2) there shall be no liability on the part of such Parties hereto, except as set forth in Sections 5.3 and Article VI of this Agreement; provided, however, that nothing herein shall relieve any Party from any liability or obligation with respect to any willful breach of this Agreement.

Section 7.11 Recapitalization, Exchanges, Etc. Affecting the Common Units. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Common Units, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement and prior to the Closing.

Section 7.12 Disclosure. Each Purchaser agrees not to disclose information about this Agreement, the Registration Rights Agreement and the transactions contemplated hereby until and to the extent the Partnership publicly discloses such information. The Partnership shall disclose on Commission Form 6-K, within four Business Days of the date of this Agreement, the transactions contemplated by this Agreement and the Registration Rights Agreement.

[Signature pages 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


PURCHASER:

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


PURCHASERS:

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: Manager

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: Manager


PURCHASER:

Nuveen Energy MLP Total Return Fund

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Portfolio Manager


PURCHASER:

Advisory Research MLP & Energy Infrastructure Fund

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Portfolio Manager


PURCHASER:

Fiduciary/Claymore MLP Opportunity Fund

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Portfolio Manager


PURCHASER:

Nuveen All Cap Energy MLP Opportunities Fund

By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Portfolio Manager


PURCHASER:

Eagle Global SPV, LLC

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner


PURCHASER:

Eagle Income Appreciation Partners, LP

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner


PURCHASER:

Eagle Income Appreciation II, LP

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner


PURCHASER:

Salient MLP Fund L.P.

By: Salient Capital Advisors, LLC
Its Investment Manager

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Managing Director


PURCHASER:

Salient MLP TE Fund L.P.

By: Salient Capital Advisors, LLC
Its Investment Manager

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Managing Director


PURCHASER:

Salient Midstream & MLP Fund

By: Salient Capital Advisors, LLC
Its Investment Manager

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Managing Director


PURCHASER:

Salient MLP & Energy Infrastructure Fund

By: Salient Capital Advisors, LLC
Its Investment Manager

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Managing Director


PURCHASER:

XXXX Hedge GP LP

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: President


PURCHASER:

XXXX Hedge LP

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: President


PURCHASER:

XXXX Hedge Offshore, Ltd

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: President


PURCHASER:

XXXX MLP LP

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: President


PURCHASER:

XXXX MLP Caymans, Ltd.

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: President


PURCHASER:

XXXX MLP Advantage LP

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: President


PURCHASER:

Brookfield Investment Management Inc.

By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Chief Compliance Officer


PURCHASER:

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.

By: Luminus Management, LLC
Its: Investment Manager

By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: General Counsel

Schedule A – List of Purchasers and Commitment Amounts


Purchaser	Common Units		Purchase Price*
MTP Energy Fund Ltd		5,142,858		23,400,003.90
Triangle Peak Partners II, LP		65,934		299,999.70
TPP II Annex Fund, LP		285,714		1,299,998.70
Nuveen Energy MLP Total Return Fund		1,969,120	$	8,959,496.00
Advisory Research MLP & Energy Infrastructure Fund		589,250	$	2,681,087.50
Fiduciary / Claymore MLP Opportunity Fund		2,151,180	$	9,787,869.00
Nuveen All Cap Energy MLP Opportunities Fund		125,613	$	571,539.15
Eagle Global SPV, LLC		274,750	$	1,250,113
Eagle Income Appreciation Partners, LP		1,279,144	$	5,820,105
Eagle Income Appreciation II, LP		2,292,260	$	10,429,783
Salient MLP Fund L.P.		1,002,582	$	4,561,748.10
Salient MLP TE Fund L.P		173,154	$	787,850.70
Salient Midstream & MLP Fund		739,218	$	3,363,441.90
Salient MLP & Energy Infrastructure Fund		1,931,200	$	8,786,960.00
XXXX Hedge QP LP		501,099	$	2,280,000.45
XXXX Hedge LP		632,968	$	2,880,004.40
XXXX Hedge Offshore, Ltd		501,099	$	2,280,000.45
XXXX MLP LP		474,725	$	2,159,998.75
XXXX MLP Caymans, Ltd.		263,736	$	1,199,998.80
XXXX MLP Advantage LP		263,736	$	1,199,998.80
Brookfield Global Listed Infrastructure Partners LP		659,341	$	3,000,001.55
Luminus Energy Partners Master Fund, Ltd.		659,341	$	3,000,001.55

TOTAL:		21,978,022	$	100,000,000.40

*	The Purchase Price for each Purchaser is equal to the product of (i) the number of Common Units set forth opposite such Purchaser’s name under the column titled “Common Units” above, multiplied by (ii) $4.55.

Schedule 3.13 – Litigation

See Item 1 – Financial Statements: Note 10(h) and (i)– Commitments and Contingencies, in the Partnership’s Form 6-K for the quarter ended March 31, 2016.

Exhibit A – Form of Registration Rights Agreement

Exhibit B – Form of Opinion of Xxxxxxx Coie LLP

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Common Unit Purchase Agreement (the “Purchase Agreement”). The Partnership shall furnish to the Purchasers at the Closing an opinion of Xxxxxxx Coie LLP, counsel for the Partnership, addressed to the Purchasers and dated the Closing Date in form reasonably satisfactory to the Purchasers, stating that:

(i) To our knowledge, except as contemplated by the Series C Transaction, the Series D Offering and as described in the Partnership SEC Documents filed prior to the date of the Purchase Agreement, there are no outstanding options, warrants, or agreements for the purchase or acquisition from the Partnership of Partnership securities or ownership interests in the Partnership, or rights to convert any obligations into or exchange any securities for Partnership securities or ownership interests in the Partnership.

(ii) All consents, approvals, authorizations or other orders of, or registrations or filings on the part of the Partnership with, any United States federal or New York governmental or regulatory authority required for the Partnership’s execution and delivery of the Operative Documents and the consummation of the Transactions, including the offering, issuance and sale of the Purchased Units, have been made or obtained, other than (a) those required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement and (b) those that have been obtained or as may be required under state securities or “Blue Sky” laws, as to which we do not express any opinion.

(iii) To our knowledge, there are no contracts, agreements or understandings between any of the Teekay Entities and any person granting such person the right to require any of the Teekay Entities to file a registration statement under the Act with respect to any securities of the Partnership owned or to be owned by such person or to require any of the Teekay Entities to include such securities in any securities being registered pursuant to any other registration statement filed by any Teekay Entity under the Act, except for the Registration Rights Agreement, the Series D Registration Rights Agreement, the Existing Registration Rights Agreements, and any such rights held by the General Partner or an Affiliate (as defined in the Partnership Agreement) of the General Partner pursuant to the Partnership Agreement.

(iv) The Partnership’s offering, issuance and sale of the Purchased Units and the Partnership’s execution and delivery of the Operative Documents and consummation of the Transactions do not (i) breach or result in a default under (or constitute an event which, with notice or lapse of time or both, would constitute such a default) any Material Agreement, or (ii) violate statutory U.S. federal laws or the laws of the State of New York that counsel exercising customary professional judgment would in our experience reasonably recognize as typically applicable to agreements similar to the Operative Documents and the Transactions. “Material Agreement” means any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement or instrument filed by the Partnership as an exhibit to the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2015, filed with the Commission on April 18, 2016.

(v) Assuming the Operative Documents have been duly authorized, executed and delivered by the Partnership, each of the Operative Documents will constitute a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms.

(vi) Based in part upon the Partnership’s and the Purchasers’ representations and warranties in, and on the facts and circumstances contemplated by, the Purchase Agreement, the offer, issuance and sale of the Purchased Units by the Partnership to the Purchasers pursuant to the terms of the Purchase Agreement do not require registration under Section 5 of the Securities Act. (We do not comment or opine as to any subsequent sale of the Purchased Units).

(vii) The Partnership is not, and immediately after giving effect to the use of proceeds from the sale of the Purchased Units pursuant to the Purchase Agreement will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

Exhibit C – Form of Opinion of Xxxxxx Xxxxxx & Xxxxxxxx LLP

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Common Unit Purchase Agreement (the “Purchase Agreement”). The Partnership shall furnish to the Purchasers at the Closing an opinion of Xxxxxx, Xxxxxx & Xxxxxxxx LLP, special counsel relating to Xxxxxxxx Islands law for the Partnership, addressed to the Purchasers and dated the Closing Date in form reasonably satisfactory to the Purchasers, stating that:

(i) Each of the Partnership and the Operating Company has been duly formed and is validly existing in good standing as a limited partnership under the law of the Republic of the Xxxxxxxx Islands, and has the limited partnership power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Partnership SEC Documents.

(ii) Each of the General Partner and the OLP GP has been duly formed and is validly existing in good standing as a limited liability company under the law of the Republic of the Xxxxxxxx Islands, and each has the limited liability company power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Partnership SEC Documents.

(iii) Each of the entities listed in Schedule A to such opinion (the “Xxxxxxxx Islands Significant Subsidiaries”) is validly existing in good standing as a limited liability company or corporation, as applicable, under Xxxxxxxx Islands Law, and each has the limited liability company or corporate power, as applicable, and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Partnership SEC Documents.

(iv) The Purchased Units and the limited partner interests represented thereby have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of the Agreement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and except as may otherwise be provided in the Partnership Agreement).

(v) Except as described in the Partnership SEC Documents and except as contained in Articles V, VII, XI, XV and XVI of the Partnership Agreement, the Partnership Agreement does not contain any preemptive rights or other rights to subscribe for or to purchase any limited partner interests in the Partnership.

(vi) The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated thereby, including the offering, issuance and sale by the Partnership of the Purchased Units in accordance with and upon the terms and conditions set forth in the Agreement, do not (A) conflict with or constitute a violation of the organizational documents of the Partnership, the General Partner, the Operating Company, the OLP GP or the Xxxxxxxx Islands Significant Subsidiaries, (B) conflict with or constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such a default), the agreements or instruments governed by Xxxxxxxx Islands Law and listed on a schedule to such opinion, (C) violate Xxxxxxxx Islands Law, or (D) violate any judgment, order or decree of which we are aware of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority situated in the Republic of The Xxxxxxxx Islands directed to any of the Partnership, the General Partner, the Operating Company, the OLP GP or the Xxxxxxxx Islands Significant Subsidiaries in a proceeding before such court, regulatory body, administrative agency, governmental body, arbitrator or other authority in the Republic of the Xxxxxxxx Islands to which any of them is a party.

(vii) No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body of the Republic of The Xxxxxxxx Islands having jurisdiction over the Partnership, the General Partner, the Operating Company, the OLP GP or the Xxxxxxxx Islands Significant Subsidiaries or any of their respective properties is required in connection with the execution and delivery of the Agreement by the General Partner in its capacity as the general partner of the Partnership, the performance of the transactions contemplated hereby by the Partnership Entities or the performance by the Partnership of its obligations hereunder, including the offering, issuance and sale by the Partnership of the Purchased Units in accordance with and upon the terms and conditions set forth in the Agreement.

(viii) The choice of New York law to govern the Agreement constitutes a valid choice of law under Xxxxxxxx Islands Law.

(ix) The Agreement has been duly authorized and validly executed by the General Partner in its capacity as the general partner of the Partnership.

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COMMON UNIT PURCHASE AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P. and THE PURCHASERS NAMED ON SCHEDULE A HERETO

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