Exhibit 10.1



 Exhibit 10.1 
 REGISTRATION RIGHTS AGREEMENT 
 BY AND AMONG 

TEEKAY OFFSHORE PARTNERS L.P. 
 AND 
 THE INVESTORS NAMED ON SCHEDULE A HERETO 







 TABLE OF CONTENTS 

 

							
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 Section 1.01
	 	Definitions	  	 	1	  
	 Section 1.02
	 	Registrable Securities	  	 	3	  
		
	ARTICLE II REGISTRATION RIGHTS	  	 	3	  
			
	 Section 2.01
	 	Registration	  	 	3	  
	 Section 2.02
	 	Piggyback Rights	  	 	4	  
	 Section 2.03
	 	Delay Rights	  	 	6	  
	 Section 2.04
	 	Underwritten Offerings	  	 	7	  
	 Section 2.05
	 	Sale Procedures	  	 	8	  
	 Section 2.06
	 	Cooperation by Holders.	  	 	11	  
	 Section 2.07
	 	Restrictions on Public Sale by Holders of Registrable Securities	  	 	11	  
	 Section 2.08
	 	Expenses	  	 	11	  
	 Section 2.09
	 	Indemnification	  	 	12	  
	 Section 2.10
	 	Rule 144 Reporting	  	 	14	  
	 Section 2.11
	 	Transfer or Assignment of Registration Rights	  	 	15	  
	 Section 2.12
	 	Limitation on Subsequent Registration Rights	  	 	15	  
		
	ARTICLE III MISCELLANEOUS	  	 	15	  
			
	 Section 3.01
	 	Communications	  	 	15	  
	 Section 3.02
	 	Successor and Assigns	  	 	16	  
	 Section 3.03
	 	Assignment of Rights	  	 	16	  
	 Section 3.04
	 	Recapitalization, Exchanges, Etc. Affecting the Units	  	 	16	  
	 Section 3.05
	 	Aggregation of Registrable Securities	  	 	16	  
	 Section 3.06
	 	Specific Performance	  	 	16	  
	 Section 3.07
	 	Counterparts	  	 	16	  
	 Section 3.08
	 	Headings	  	 	17	  
	 Section 3.09
	 	Governing Law	  	 	17	  
	 Section 3.10
	 	Severability of Provisions	  	 	17	  
	 Section 3.11
	 	Entire Agreement	  	 	17	  
	 Section 3.12
	 	Amendment	  	 	17	  
	 Section 3.13
	 	No Presumption	  	 	17	  
	 Section 3.14
	 	Obligations Limited to Parties to Agreement	  	 	17	  
	 Section 3.15
	 	Interpretation	  	 	18	  

 Schedule A – Investor List; Notice and Contact Information; Opt-Out 







 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2012, by and among
Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, an “Investor” and collectively, the
“Investors”). 
 WHEREAS, this Agreement is made in connection with the entry into those certain Common Unit
Purchase Agreements, each dated July 10, 2012, by and among the Partnership and the Investors (the “Common Unit Purchase Agreements”); and 
 WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Investors pursuant to the Common Unit Purchase Agreements. 

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 
 ARTICLE
I 
 DEFINITIONS 
 Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Common Unit Purchase Agreements. The terms set forth below are used
herein as so defined: 
 “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 
 “Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement. 
 “Commission” means the U.S. Securities and Exchange Commission. 

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

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

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

“Holder” means the record holder of any Registrable Securities. 

  
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 “Included Registrable Securities” has the meaning specified therefor in
Section 2.02(a) of this Agreement. 
 “Investor” and “Investors” have the meanings
specified therefor in the introductory paragraph of this Agreement. 
 “Liquidated Damages” has the meaning
specified therefor in Section 2.01(b) of this Agreement. 
 “Liquidated Damages Multiplier” means
the product of the Common Unit Price times the number of Purchased Units purchased by such Investor and that may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the
Securities Act. 
 “Losses” has the meaning specified therefor in Section 2.09(a) of this
Agreement. 
 “Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead
manager of such Underwritten Offering. 
 “Opt-Out Notice” has the meaning specified therefor in
Section 2.02(a) of this Agreement. 
 “Parity Securities” has the meaning specified therefor in
Section 2.02(b) of this Agreement. 
 “Partnership” has the meaning specified therefor in the
introductory paragraph of this Agreement. 
 “Person” means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 
 “Registrable Securities” means (i) the Common Units to be acquired by the Investors pursuant to the Common Unit Purchase Agreements and (ii) any Common Units issued as
Liquidated Damages pursuant to Section 2.01(b) of this Agreement. 
 “Registration Expenses”
has the meaning specified therefor in Section 2.08(b) of this Agreement. 
 “Registration
Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement. 
 “Selling
Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement. 
 “Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement. 

  
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 “Selling Holder Indemnified Persons” has the meaning specified therefor in
Section 2.09(a) of this Agreement. 
 “Underwritten Offering” means an offering (including an
offering pursuant to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a
registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) when such
Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) when such Registrable Security is held by the Partnership or one of its subsidiaries or
Affiliates; (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to
Section 2.11 hereof or (e) one year after the Closing Date. 
 ARTICLE II 

REGISTRATION RIGHTS 
 Section 2.01 Registration. 
 (a) Effectiveness Deadline.
Following the date hereof, but no later than 30 days following the Closing Date, the Partnership shall prepare and file a registration statement (the “Registration Statement”) under the Securities Act with respect to all of the
Registrable Securities. The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its
commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the Closing Date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods
legally available to, and reasonably requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed
pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by
such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all
material respects with all applicable requirements of the Securities Act and the Exchange Act and will, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the
Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement. 

  
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 (b) Failure to Go Effective. If the Registration Statement required by
Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of
0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period
following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however,
that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten
(10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated
Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of
Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable
Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of
Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average
closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without
restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of
less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 180 days after the Closing Date as a result of an acquisition, merger, reorganization,
disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. The foregoing Liquidated Damages shall
be the sole and exclusive remedy of the Holders for any failure of the Registration Statement to be declared effective. 

Section 2.02 Piggyback Rights 
 (a) Participation. In the event the Registrable Securities may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the
Securities Act, if the Partnership proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be
included without the filing of a post-effective amendment thereto, or (ii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or
another Person, then as soon as practicable following the engagement of counsel 

  
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by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (which may include, without limitation, notification by
electronic mail) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, holds in the aggregate at least $5.0 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice
shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however,
that (i) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of $5.0 million of Registrable Securities (based on the Common Unit Price), or (ii) if the Partnership has been
advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then
(A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable
Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day
pursuant to Section 3.01 hereof. Each such Holder described in the proviso of the immediately preceding sentence shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought
Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from such a Holder is received within the specified time, each
such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the
Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination
not to undertake such Underwritten Offering, shall be relieved of its obligation to include any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such
Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for
inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver
written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such
Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder
shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). Each of the Holders on Schedule A hereto who has indicated it is delivering an Opt-Out Notice shall be
deemed to have delivered an Opt-Out Notice as of the date hereof. 
 (b) Priority. If the Managing Underwriter or
Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number


  
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that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the
Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be
allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested
participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities
(the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of
Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate
number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity
Securities that are participating in the Underwritten Offering. 
 (c) Termination of Piggyback Registration Rights. Each
Holder’s rights under Section 2.02 shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $5.0 million of Registrable Securities (based on the Common Unit Price). 

Section 2.03 Delay Rights. 
 Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other
registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales
of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any
required disclosure of such transaction in the Registration Statement or other registration statement or (ii) the Partnership has experienced or is undertaking some other material non-public event the disclosure of which at such time, in the
good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or
other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with
any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration
Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. 

  
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 If (i) the Selling Holders shall be prohibited from selling their Registrable
Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the
Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without
being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is
lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the
Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of, as applicable, (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first
(61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for
purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the
date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph also shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction
under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than
30 days in which the payment of Liquidated Damages ceases. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any suspension period or of the registration statement ceasing to be effective or failing to be
useable for its intended purposes as described in this Section 2.03. 
 Section 2.04 Underwritten Offerings

 (a) General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be
entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into
an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such
Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents
reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the
benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting


  
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agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters
other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of
distribution and any other representation required by Law or customary for such an Underwritten Offering. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the
Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s
obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering. 

(b) No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any “demand”
rights or similar rights that would require the Partnership to effect an Underwritten Offering solely on behalf of the Holders. 

Section 2.05 Sale Procedures. In connection with its obligations under this Article II, the Partnership will, as
expeditiously as possible: 
 (b) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by the Registration Statement; 
 (c) if a prospectus supplement will be used
in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of
detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to include such
information in such prospectus supplement; 
 (d) furnish to each Selling Holder (i) as far in advance as reasonably
practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be
filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining
to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or such other registration
statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling
Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement; 

  
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 (e) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take
any action that would subject it to general service of process in any such jurisdiction where it is not then so subject; 
 (f)
promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement
contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any
post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) of this Section 2.05(f) and any
written request by the Commission for amendments or supplements to the Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto; 

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

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

 (j) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission,
and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; 

(k) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and
Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, however, that the Partnership need not disclose any non-public information to any such
representative unless and until such representative has entered into a confidentiality agreement with the Partnership; 
 (l)
cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed; 

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

(n) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the
effective date of such registration statement; 
 (o) enter into customary agreements and take such other actions as are
reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and 
 (p) if requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable 

  
 10 









 
Securities to be sold in such offering and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment. 
 Each Selling Holder, upon receipt of notice from the Partnership of
the happening of any event of the kind described in subsection (g) of this Section 2.05, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such
Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (g) of this Section 2.05 or until it is advised in writing by the Partnership that the use of the prospectus may
be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the Managing Underwriter or Underwriters, if
any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. 
 Section 2.06 Cooperation by Holders. Notwithstanding anything to
the contrary, the Partnership shall have no obligation to include Registrable Securities of a Holder in the Registration Statement or in an Underwritten Offering pursuant to Section 2.02(a) who has failed to timely furnish such
information that the Partnership determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 

Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees
to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus
supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction
generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply
to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including,
without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering, because such Holder holds less than $5.0 million of the then-outstanding Registrable Securities or because the
Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act. 

Section 2.08 Expenses 
 (a) Expenses. The Partnership will pay all reasonable Registration Expenses as determined by it in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made
pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities 

  
 11 









 
hereunder. In addition, except as otherwise provided in Section 2.09 hereof, the Partnership shall not be responsible for legal fees incurred by Holders in connection with the
exercise of such Holders’ rights hereunder. 
 (b) Certain Definitions. “Registration Expenses”
means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01(a) or an Underwritten
Offering covered under this Agreement, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and
expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel
and independent public accountants for the Partnership, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “Selling Expenses” means all
underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities. 
 Section 2.09 Indemnification 
 (a) By the Partnership. In the
event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each
Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any
losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus
supplement, issuer free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the
Registration Statement or such other registration statement, or preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder. 

  
 12 









 (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless the Partnership, the General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors,
officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder
expressly for inclusion in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any
amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of
the Registrable Securities giving rise to such indemnification. 
 (c) Notice. Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to
notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.09. In any action brought against any indemnified party, it shall notify the indemnifying
party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after
notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.09 for any legal
expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable out-of-pocket costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the
indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such
action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof
imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party. 
 (d) Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party


  
 13 









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

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

Section 2.10 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to: 
 (a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;

 (b) file with the Commission in a timely manner all reports and other documents required of the Partnership under the
Securities Act and the Exchange Act at all times from and after the date hereof; and 
 (c) so long as a Holder owns any
Registrable Securities, furnish, unless otherwise available via EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 

  
 14 









 Section 2.11 Transfer or Assignment of Registration Rights. The rights to cause
the Partnership to register Registrable Securities granted to the Investors by the Partnership under this Article II may be transferred or assigned by any Investor to one or more transferees or assignees of Registrable Securities;
provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred or assigned to such
transferee or assignee shall represent at least $5.0 million of Registrable Securities (based on the Common Unit Price), (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each
such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee or assignee assumes in writing responsibility for its portion of the
obligations of such Investor under this Agreement. 
 Section 2.12 Limitation on Subsequent Registration Rights.
From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership
that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, the
Holders of Registrable Securities hereunder. 
 ARTICLE III 

MISCELLANEOUS 
 Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal
delivery: 
 (a) if to an Investor: 
 To the respective address listed on Schedule A hereof 
 (b) if to a
transferee of an Investor, to such Holder at the address provided pursuant to Section 2.11 above; and 
 (c) if to
the Partnership: 
 Teekay Offshore Partners L.P. 
 4th Floor, Belvedere Building 
 69 Pitts Bay Road 

Hamilton HM 08, Bermuda 
 Attention: Corporate Secretary 
 Facsimile: (441) 292-3931 

  
 15 









 with a copy to: 
 Perkins Coie LLP 
 1120 N.W. Couch Street, 10th Floor 

Portland, OR 97209 
 Attention: David Matheson Facsimile: 503.346.2008 
 All such notices and
communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier
service or any other means. 
 Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein. 
 Section 3.03 Assignment of Rights. All or any portion of the rights and obligations of any Investor under this Agreement may be transferred or assigned by such Investor only in accordance with
Section 2.11 hereof. 
 Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may
be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date
of this Agreement. 
 Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held or
acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights and applicability of any obligations under this Agreement. 

Section 3.06 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if
not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have. 

Section 3.07 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, 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. 

  
 16 









 Section 3.08 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 3.09 Governing Law. THIS
AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.10
Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction. 
 Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the
Partnership set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
 Section 3.12 Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable
Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder. 
 Section 3.13 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied
by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. 

Section 3.14 Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that
no Person other than the Investors (and their permitted transferees and assignees) and the Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Investors may be a corporation, partnership or limited
liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by
the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred
by any former, current or future director, officer, employee, agent, general or limited partner, manager, 

  
 17 









 
member, stockholder or Affiliate of any of the Investors or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate
of any of the foregoing, as such, for any obligations of the Investors under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its
creation, except in each case for any transferee or assignee of a Investor hereunder. 
 Section 3.15
Interpretation. Article and Section references 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 determination, consent or approval is to be made
or given by an Investor under this Agreement, such action shall be in such Investor’s sole discretion unless otherwise specified. 
 [Signature pages to follow] 

  
 18 









 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/ Mark Cave

		 	Name: Mark Cave
		 	Title: Secretary


 Signature Page to Registration Rights Agreement 







 
			
	INVESTORS:
	
	SALIENT MLP FUND, LP
	
	By: Salient Capital Advisors, LLC, its Investment Manager
		
	 By:
	 	     /s/ Greg Reid

		 	Name: Greg Reid
		 	Title: President and Managing Director


  

			
	SALIENT MLP TE FUND, L.P.
	
	By: Salient Capital Advisors, LLC, its Investment Manager
		
	 By:
	 	     /s/ Greg Reid

		 	 Name: Greg Reid

		 	 Title: President and Managing Director



 Signature Page to Registration Rights Agreement 







 
			
	INVESTORS:
	
	SALIENT MLP & ENERGY INFRASTRUCTURE FUND
	
	By: Salient Capital Advisors, LLC, its Investment Manager
		
	By:	 	     /s/ Greg Reid

		 	Name: Greg Reid
		 	Title: President and Managing Director


  

			
	SALIENT MIDSTREAM & MLP FUND
	
	By: Salient Capital Advisors, LLC, its Investment Manager
		
	By:	 	     /s/ Greg Reid

		 	 Name: Greg Reid

		 	 Title: President and Managing Director



 Signature Page to Registration Rights Agreement. 







 
			
	INVESTORS:
	
	H-E-B BRAND SAVINGS AND RETIREMENT PLAN TRUST
	
	By: Salient Capital Advisors, LLC, its Investment Manager
		
	By:	 	     /s/ Greg Reid

		 	Name: Greg Reid
		 	Title: President and Managing Director


 Signature Page to Registration Rights Agreement 







 
			
	INVESTORS:
	
	CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC.
		
	 By:
	 	CLEARBRIDGE ADVISORS, LLC
		 	its discretionary investment advisor
		
	By:	 	     /s/ Scott Glasser

		 	 Name: Scott Glasser

		 	 Title: Managing Director



 Signature Page to Registration Rights Agreement 







 
			
	INVESTORS:
	
	HARVEST MLP PARTNERS II
		
	By:	 	HARVEST FUND ADVISORS LLC
		
	By:	 	     /s/ Anthony Merhige

		 	 Name: Anthony Merhige

		 	 Title: General Counsel of Investment Advisor



 Signature Page to Registration Rights Agreement 







 
			
	INVESTORS:
	
	IPERS HARVEST FUND ADVISORS LLC
		
	By:	 	HARVEST FUND ADVISORS LLC
		
	By:	 	     /s/ Anthony Merhige

		 	Name: Anthony Merhige
		 	Title: General Counsel of Investment Advisor


 Signature Page to Registration Rights Agreement 







 Schedule A – Investor Name; Notice and Contact Information; Opt Out 

 

					
	 Purchasers
	  	 Notice and Contact Information
	  	 Opt-Out at Date
Hereof

	 CLEARBRIDGE ENERGY MLP

TOTAL RETURN FUND INC.
	  	 ClearBridge Advisors, LLC

620 8th Avenue, 47th Fl.
 New York, NY
10018
 Attn: Patrick Collier
 Phone:
212-805-2505
 Email:

pjcollier@clearbridgeadvisors.com
  

with a copy to:
 ClearBridge Advisors,
LLC
 620 8th Avenue, 47th Fl.
 New
York, NY 10018
 Attn: Barbara Brooke Manning, Esq.
 Phone: 212-805-2076
 Email:
 bbmanning@clearbridgeadvisors.com
	  	No
			
	 HARVEST MLP PARTNERS II
	  	 Anthony Merhige
 c/o Harvest
Fund Advisors LLC
 100 West Lancaster Ave., Suite 200
 Wayne, PA 19087
 Facsimile: 610-995-9775
 Email: amerhige@harvestmlp.com
  
 with a copy to:
 David Thayer
 c/o Harvest Fund Advisors LLC
 100 West Lancaster Ave., Suite 200

Wayne, PA 19087
 Facsimile:
610-995-9775
 Email: dthayer@harvestmlp.com
	  	No

 Schedule A to Registration Rights Agreement 








					
	 Purchasers
	  	 Notice and Contact Information
	  	 Opt-Out at Date
Hereof

	 IPERS HARVEST FUND

ADVISORS LLC
	  	 Anthony Merhige
 c/o Harvest
Fund Advisors LLC
 100 West Lancaster Ave., Suite 200
 Wayne, PA 19087
 Facsimile: 610-995-9775
 Email: amerhige@harvestmlp.com
  
 with a copy to:
 David Thayer
 c/o Harvest Fund Advisors LLC
 100 West Lancaster Ave., Suite 200

Wayne, PA 19087
 Facsimile:
610-995-9775
 Email: dthayer@harvestmlp.com
	  	No
			
	 SALIENT MLP FUND, LP
	  	 Salient Partners, LP
 4265
San Felipe, 8th Floor
 Houston, TX 77027

Attn: Greg Reid

greid@salientpartners.com
	  	No
			
	 SALIENT MLP TE FUND, L.P.
	  	 Salient Partners, LP
 4265
San Felipe, 8th Floor
 Houston, TX 77027

Attn: Greg Reid

greid@salientpartners.com
	  	No
			
	 SALIENT MLP & ENERGY

INFRASTRUCTURE FUND
	  	 Salient Partners, LP
 4265
San Felipe, 8th Floor
 Houston, TX 77027

Attn: Greg Reid

greid@salientpartners.com
	  	No
			
	 H-E-B BRAND SAVINGS AND

RETIREMENT PLAN TRUST
	  	 Salient Partners, LP
 4265
San Felipe, 8th Floor
 Houston, TX 77027

Attn: Greg Reid

greid@salientpartners.com
	  	No
			
	 SALIENT MIDSTREAM & MLP

FUN
	  	 Salient Partners, LP
 4265
San Felipe, 8th Floor
 Houston, TX 77027

Attn: Greg Reid

greid@salientpartners.com
	  	No

 Schedule A to Registration Rights Agreement