EX-4.1



 Exhibit 4.1 

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
	  	 	4	  
			
	 Section 2.01
	 	 Registration
	  	 	4	  
	 Section 2.02
	 	 Piggyback Rights
	  	 	5	  
	 Section 2.03
	 	 Delay Rights
	  	 	7	  
	 Section 2.04
	 	 Underwritten Offerings
	  	 	8	  
	 Section 2.05
	 	 Sale Procedures
	  	 	8	  
	 Section 2.06
	 	 Cooperation by Holders
	  	 	12	  
	 Section 2.07
	 	 Restrictions on Public Sale by Holders of Registrable Securities
	  	 	12	  
	 Section 2.08
	 	 Expenses
	  	 	12	  
	 Section 2.09
	 	 Indemnification
	  	 	13	  
	 Section 2.10
	 	 Rule 144 Reporting
	  	 	15	  
	 Section 2.11
	 	 Transfer or Assignment of Registration Rights
	  	 	16	  
	 Section 2.12
	 	 Limitation on Subsequent Registration Rights
	  	 	16	  
	 Section 2.13
	 	 Compliance
	  	 	16	  
	 Section 2.14
	 	 Information
	  	 	16	  
		
	 ARTICLE III MISCELLANEOUS
	  	 	16	  
			
	 Section 3.01
	 	 Communications
	  	 	16	  
	 Section 3.02
	 	 Successor and Assigns
	  	 	17	  
	 Section 3.03
	 	 Assignment of Rights
	  	 	17	  
	 Section 3.04
	 	 Recapitalization, Exchanges, Etc. Affecting the Units
	  	 	17	  
	 Section 3.05
	 	 Aggregation of Registrable Securities
	  	 	17	  
	 Section 3.06
	 	 Specific Performance
	  	 	18	  
	 Section 3.07
	 	 Counterparts
	  	 	18	  
	 Section 3.08
	 	 Headings
	  	 	18	  
	 Section 3.09
	 	 Governing Law
	  	 	18	  
	 Section 3.10
	 	 Severability of Provisions
	  	 	18	  
	 Section 3.11
	 	 Entire Agreement
	  	 	18	  
	 Section 3.12
	 	 Amendment
	  	 	18	  
	 Section 3.13
	 	 No Presumption
	  	 	18	  
	 Section 3.14
	 	 Obligations Limited to Parties to Agreement
	  	 	19	  
	 Section 3.15
	 	 Interpretation
	  	 	19	  

 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 June 29, 2016, 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 that certain Common
Unit Purchase Agreement, dated June 16, 2016, by and among the Partnership and the Investors (the “Common Unit Purchase Agreement”); and 

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit
of the Investors pursuant to the Common Unit Purchase Agreement. 
 NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 

ARTICLE I 
 DEFINITIONS

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

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

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

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

“Common Unit Price” means $4.55, and shall be appropriately adjusted for combinations, unit splits,
recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement, in each case relating to the Common Units. 

“Common Unit Purchase Agreement” 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.


  
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 “Existing Registration Rights Agreements” 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. 

“Existing Rights Holder” has the meaning specified therefor in Section 2.02(b) 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. 

“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 held by a Holder as of the date that the Liquidated Damages are calculated pursuant to Section 2.01(b), 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 Agreement and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement. 

  
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 “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. 
 “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) when such Registrable Security becomes eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in
effect) under the Securities Act, assuming the Holder of such Registrable Security is not an affiliate (as defined in Rule 144(a)(1)) of the Partnership. 

  
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 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 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. 

(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 held by 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 day 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 such 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 duly authorized Common Units, free and clear of any liens, other than under
applicable federal and state securities laws. 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. 

  
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 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 existing or future 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 (iii) a registration statement, other than a shelf registration statement, in each
case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an
Underwritten Offering, the Partnership shall give notice (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 $20.0 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 $20.0 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. 

  
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 (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 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 Corporation (“Teekay”)
and its Affiliates pursuant to any registration rights existing as of the date of this Agreement, (iii) third, to any other holders of securities selling pursuant to the terms of Existing Registration Rights Agreements (each, an
“Existing Rights Holder”), on the percentage derived by dividing (x) the number of securities proposed to be sold by such Existing Rights Holder by (y) the aggregate number of securities proposed to be sold by all Existing
Rights Holders, in the aggregate, and (iv) fourth, pro rata among the Selling Holders and any other holder of securities of the Partnership (other than Teekay and its Affiliates or the Existing Rights Holders) having rights of registration that
are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iv) 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 $20.0 million of Registrable Securities (based on the Common Unit Price). 

  
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 Section 2.03 Delay Rights. 

(a) Notwithstanding anything to the contrary contained herein, each Holder of Registrable Securities shall 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) upon written notice from the Partnership to any Selling Holder whose Registrable Securities are included in the
Registration Statement or other registration statement contemplated by this Agreement, if (a) 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 (b) 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; and provided further that the Partnership shall not include any material, non-public
information in any such notice. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice of such termination (and not the reason therefor) 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. 
 (b) 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 under the immediately
preceding paragraph 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 calculating 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 each Selling Holder. 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. 

  
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 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 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 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, except that the Partnership shall have no obligation to reimburse any fees and disbursements of counsel for the
Selling Holders, as provided for in the definition of Registration Expenses, if, as the result of the withdrawal of one or more Selling Holders, the Selling Holders sell less than $20.0 million of Registrable Securities in the aggregate in the
Underwritten Offering. 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: 

  
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 (a) 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; 
 (b) 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; 
 (c) 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; 

(d) 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; 
 (e) promptly notify each
Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of 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(e) 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; 

  
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 (f) immediately notify each Selling Holder, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in 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 light of the circumstances under which such 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 light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; 

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

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


  
 10 








 (j) make available to the appropriate representatives of the Managing
Underwriter and Selling Holders access to such information and Partnership and General Partner personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, 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; 

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

(n) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the
underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; 
 (o) if requested
by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make
all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and 

(p) take such other customary actions as may be reasonably necessary, or reasonably requested by a Holder, in order to expedite
or facilitate the registration and disposition of such Registrable Securities in accordance with the terms of this Agreement. 

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

  
 11 








 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, in connection with its participation in an Underwritten Offering, 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 $20.0 million of the then-outstanding Registrable Securities (based on the Common Unit Price) 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 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.


  
 12 








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

(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant
to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, and its and its direct and indirect owners’ 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. 

  
 13 








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

  
 14 








 (d) Contribution. If the indemnification provided for in this
Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses (other than as a result of any limitations set
forth in the express terms of such indemnification provisions), then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations; provided, however, that in no event shall any 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. 

  
 15 








 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 $10.0 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 piggyback participation rights allowing such current or future holder to require the Partnership to include securities in any registration statement filed by the
Partnership on a basis other than pari passu with, or expressly subordinate to, the rights of the Holders of Registrable Securities hereunder. 

Section 2.13 Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with the sale of the Registrable Securities and, with respect to sales under the Registration Statement, shall sell the Registrable Securities in accordance with a method of
distribution described in the Registration Statement. 
 Section 2.14 Information 

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

ARTICLE III 

MISCELLANEOUS 

Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be
made in writing by facsimile, electronic mail, courier service or personal delivery: 
 (a) if to an Investor: 

To the respective address listed on Schedule A hereof 

  
 16 








 (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 

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. The Partnership may not transfer any of its rights or obligations under this Agreement to any Person, except as expressly set forth
herein or in connection with a sale of the Partnership (by merger or consolidation or otherwise) or of all or substantially all of the Partnership’s assets. 

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 under this Agreement. 

  
 17 








 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, subject to the provisions of Section 2.01(b) and Section 2.03(b), in addition to and without limiting any
other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the
parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from
pursuing any other rights and remedies at law or in equity that such Person may have. 
 Section 3.07
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or .pdf counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

Section 3.08 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 
 Section 3.09 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION. 

Section 3.10 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in
any other jurisdiction. 
 Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement and the Common Unit Purchase Agreement supersede all prior agreements and understandings between
the parties with respect to such subject matter. 
 Section 3.12 Amendment. This Agreement may be amended only
by means of a written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any
Holder hereunder, or shall place any restrictions on the transferability of any Common Units held by a Holder, 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. 

  
 18 








 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, 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 an Investor hereunder. 

Section 3.15 Interpretation. Article and Section references are to this Agreement, unless otherwise specified. All
references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The
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. Unless expressly set forth or qualified otherwise (e.g., by “Business” or “trading”), all references herein to a “day” are deemed to be a reference to a calendar day. 

[Signature pages to follow] 

  
 19 








 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/ Peter Evensen

		 	  

		 	 Name: Peter Evensen

		 	Title: Chief Executive Officer and Chief Financial Officer









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

			
	MTP ENERGY MASTER FUND LTD
		
	 By:
	 	 MTP Energy Management LLC, its Investment Advisor

		
	 By:
	 	 Magnetar Financial LLC, its Sole Member

		
	 By:
	 	 /s/ Michael Turro

		 	 Name: Michael Turro

		 	 Title: Chief Compliance Officer










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

			
	TRIANGLE PEAK PARTNERS II, LP
		
	 By:
	 	 Triangle Peak Partners II General Partner, LLC, its General Partner

		
	 By:
	 	 /s/ Michael C. Morgan

		 	  

		 	 Name: Michael C. Morgan

		 	 Title: Manager

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

		
	 By:
	 	 /s/ Michael C. Morgan

		 	  

		 	 Name: Michael C. Morgan

		 	 Title: Manager










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

			
	 Salient MLP Fund L.P.

	
	 By: Salient Capital Advisors, LLC

	 Its Investment Manager

		
	 By:
	 	 /s/ Gregory A. Reid

		 	  

		 	 Name: Gregory A. Reid

		 	 Title: Managing Director










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

			
	 Salient MLP TE Fund L.P.

	
	 By: Salient Capital Advisors, LLC

	 Its Investment Manager

		
	 By:
	 	 /s/ Gregory A. Reid

		 	  

		 	 Name: Gregory A. Reid

		 	 Title: Managing Director










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

			
	 Salient Midstream & MLP Fund

	
	 By: Salient Capital Advisors, LLC

	 Its Investment Manager

		
	 By:
	 	 /s/ Gregory A. Reid

		 	  

		 	 Name: Gregory A. Reid

		 	 Title: Managing Director










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

			
	 Salient MLP & Energy Infrastructure

	
	 By: Salient Capital Advisors, LLC

	 Its Investment Manager

		
	 By:
	 	 /s/ Gregory A. Reid

		 	  

		 	 Name: Gregory A. Reid

		 	 Title: Managing Director










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

			
	EAGLE GLOBAL SPV, LLC
		
	 By:
	 	 /s/ David Chiaro

		 	  

		 	 Name: David Chiaro

		 	 Title: Partner

	
	 EAGLE INCOME APPRECIATION

    PARTNERS, LP

		
	 By:
	 	 /s/ David Chiaro

		 	  

		 	 Name: David Chiaro

		 	 Title: Partner

	
	EAGLE INCOME APPRECIATION II, LP
		
	 By:
	 	 /s/ David Chiaro

		 	  

		 	 Name: David Chiaro

		 	 Title: Partner










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

			
	Advisory Research MLP & Energy Infrastructure     Fund
		
	 By:
	 	 /s/ Quinn T. Kiley

		 	  

		 	 Name: Quinn T. Kiley

		 	 Title: Portfolio Manager










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

			
	Fiduciary/Claymore MLP Opportunity Fund
		
	 By:
	 	 /s/ Quinn T. Kiley

		 	  

		 	 Name: Quinn T. Kiley

		 	 Title: Portfolio Manager










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

			
	Nuveen Energy MLP Total Return Fund
		
	 By:
	 	 /s/ Quinn T. Kiley

		 	  

		 	 Name: Quinn T. Kiley

		 	 Title: Portfolio Manager










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

			
	 Nuveen All Cap Energy MLP Opportunities Fund

		
	 By:
	 	 /s/ Quinn T. Kiley

		 	  

		 	 Name: Quinn T. Kiley

		 	 Title: Portfolio Manager










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

			
	 HITE Hedge LP

		
	 By:
	 	 /s/ James Jampel

		 	 Name: James Jampel

		 	 Title: President










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

			
	 HITE Hedge QP LP

		
	 By:
	 	 /s/ James Jampel

		 	  

		 	 Name: James Jampel

		 	 Title: President










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

			
	 HITE Hedge Offshore, Ltd.

		
	 By:
	 	 /s/ James Jampel

		 	  

		 	 Name: James Jampel

		 	 Title: President










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

			
	 HITE MLP LP

		
	 By:
	 	 /s/ James Jampel

		 	  

		 	 Name: James Jampel

		 	 Title: President










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

			
	 HITE MLP Caymans, Ltd.

		
	 By:
	 	 /s/ James Jampel

		 	  

		 	 Name: James Jampel

		 	 Title: President










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

			
	 HITE MLP Advantage LP

		
	 By:
	 	 /s/ James Jampel

		 	  

		 	 Name: James Jampel

		 	 Title: President










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

			
	BROOKFIELD GLOBAL LISTED
    INFRASTRUCTURE MASTER FUND LP
		
	 By:
	 	Brookfield Investment Management Inc., its Investment Manager
		
	 By:
	 	 /s/ Seth Gelman

		 	  

		 	 Name: Seth Gelman

		 	 Title: Chief Compliance Officer










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

			
	LUMINUS ENERGY PARTNERS MASTER     FUND, LTD.
	
	 By: Luminus Management, LLC

	 Its: Investment Manager

		
	 By:
	 	 /s/ Jeffrey Wade

		 	  

		 	 Name: Jeffrey Wade

		 	 Title: General Counsel