EX-4.1



 Exhibit 4.1 
  

 
 REGISTRATION RIGHTS AGREEMENT 

BY AND AMONG 
 TEEKAY
CORPORATION 
 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	  	 	5	  
	         Section 2.03
	 	Delay Rights	  	 	6	  
	         Section 2.04
	 	Underwritten Offerings	  	 	8	  
	         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	  	 	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	  	 	15	  
	         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 Shares	  	 	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	  	 	19	  
	         Section 3.13
	 	No Presumption	  	 	19	  
	         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 Corporation, a Marshall Islands corporation (the “Company”), 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 Share
Purchase Agreement, dated May 18, 2016, by and among the Company and the Investors (the “Share Purchase Agreement”); and 

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of
the Investors pursuant to the Share 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 Share 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 Share Price” means $8.32, and shall be appropriately adjusted for combinations, stock splits,
recapitalizations, pro rata distributions of shares and the like occurring after the date of this Agreement, in each case relating to the Common Shares. 

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

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

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

  
 1 








 “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 Share Price times the number of Purchased
Shares 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. 
 “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. 

“Purchased Shares” means the Common Shares to be acquired by the Investors pursuant to the Share Purchase
Agreement. 
 “Registrable Securities” means (i) the Purchased Shares and (ii) any Common Shares
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. 

  
 2 








 “Selling Holder Indemnified Persons” has the meaning specified
therefor in Section 2.09(a) of this Agreement. 
 “Share Purchase Agreement” has the meaning
specified therefor in the recitals of this Agreement. 
 “Underwritten Offering” means an offering
(including an offering pursuant to a Registration Statement) in which Common Shares 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 Company 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 Company. 
 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
Company 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 Company. The Company 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 Company 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 Company shall provide the Holders with written notice of the effectiveness of the Registration Statement. 

  
 3 








 (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 Shares 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 Company per Purchased Share may not exceed 5.0% of the Common Share 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 Company 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 Company may pay such Liquidated Damages in kind in the
form of the issuance of additional Common Shares. Upon any issuance of Common Shares as Liquidated Damages, the Company shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common
Shares 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 Shares, free and clear of any liens, other than
under applicable federal and state securities laws. The determination of the number of Common Shares 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 Shares 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 Shares 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 Company, 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 Company 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 Company 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. 

  
 4 








 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 Company 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 Shares in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Company to prepare the documents to be used in connection with an
Underwritten Offering, the Company 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
$10.0 million of the then-outstanding Registrable Securities (based on the Common Share 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 Company shall not be required to provide such opportunity to any such Holder that does not offer a minimum of
$10.0 million of Registrable Securities (based on the Common Share Price), or (ii) if the Company 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 Shares in the Underwritten Offering, then (A) the Company 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 Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company 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 Company 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 Company requesting that such Holder not receive notice from the Company 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 Company 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 Company 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. 

  
 5 








 (b) Priority. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering advise the Company 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 Shares offered or the market for the Common Shares, then the Common Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that
such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company, (ii) second, to Affiliates of the Company 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 Company (other than Affiliates of the
Company) 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 $10.0 million of Registrable Securities (based on the Common Share Price). 

Section 2.03 Delay Rights. 

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 Company to any Selling Holder whose Registrable Securities are included in the Registration
Statement or other registration statement contemplated by this Agreement, if (a) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the
Company’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 Company 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 Company, would materially adversely affect the Company; 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 Company 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 Company 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. 

  
 6 








 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 Company 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 Shares 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 Company, 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. 

  
 7 








 Section 2.04 Underwritten Offerings. 

(a) General Procedures. In connection with any Underwritten Offering under this Agreement, the Company 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 Company 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 Company 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 Company 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 Company 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 Company’s obligation to pay Registration Expenses. The Company’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 Company to effect an Underwritten Offering solely on behalf of the Holders. 

Section 2.05 Sale Procedures. 

(a) In connection with its obligations under this Article II, the Company will, as expeditiously as possible: 

(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; 

  
 8 








 (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 Company 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 Company 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 Company 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; 

(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 Company 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 Company 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; 

  
 9 








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

  
 10 








 (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 Company 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 Company 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 Company 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 Company 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 Company, such Selling Holder will, or will request the Managing Underwriter or Underwriters, if any, to deliver to the Company (at the Company’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 Company 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 Company 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. 

  
 11 








 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 Company or the officers, directors or any other Affiliate of the Company 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 $10.0 million of the then-outstanding Registrable Securities
(based on the Common Share 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 Company 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 Company 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 Company’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
Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “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. 

  
 12 








 Section 2.09 Indemnification. 

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, the Company 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 Company 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. 

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the
Company, its directors, officers, employees and agents and each Person, if any, who controls the Company 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 Company 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.


  
 13 








 (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. 
 (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. 

  
 14 








 (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. 

(f) Other. Notwithstanding anything else contained in this Section 2.09, any obligation of Commonwealth of
Pennsylvania Public School Employees’ Retirement System (“PSERS”) to indemnify the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities
Act or of the Exchange Act, and its directors, officers, employees and agents, pursuant to this Section 2.09 shall instead be an obligation of AT Investments Advisors, Inc., the investment advisor for PSERS, and PSERS shall have no liability
under this Section 2.09. 
 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 Company agrees to use its commercially reasonable efforts to: 

(a) make and keep public information regarding the Company 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 Company 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, if applicable and/or prepared by the Company, or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any
rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 

Section 2.11 Transfer or Assignment of Registration Rights. 

The rights to cause the Company to register Registrable Securities granted to the Investors by the Company 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 Share
Price), (b) the Company 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. 

  
 15 








 Section 2.12 Limitation on Subsequent Registration Rights. 

From and after the date hereof, the Company 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 Company that would allow such current or future holder piggyback participation rights allowing such current or future holder to require the
Company to include securities in any registration statement filed by the Company 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 Company 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 

(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 Company: 

Teekay Corporation 

4th Floor, Belvedere Building 

69 Pitts Bay Road 

Hamilton HM 08, Bermuda 

Attention: Corporate Secretary 

Facsimile: (441) 292-3931 

  
 16 








 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 Company 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 Company (by merger or consolidation or otherwise) or of all or substantially all of the Company’s assets. 

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

The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of the
Company or any successor or assign of the Company (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, share splits, recapitalizations, pro rata distributions of shares 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 2.3(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 Company set forth herein. This Agreement and the Share Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. 

  
 18 








 Section 3.12 Amendment. 

This Agreement may be amended only by means of a written amendment signed by the Company 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 shares of Common Stock
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. 

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 Company 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 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 CORPORATION

		
	 By:
	 	 /s/ Peter Evensen

	 Name:
	 	 Peter Evensen

	 Title:
	 	 President and Chief Executive Officer










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

			
	AT MLP FUND, LLC
		
	 By:
	 	 /s/ Paul McPheeters

	 Name:
	 	 Paul McPheeters

	 Title:
	 	 Managing Director, Atlantic Trust Company










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

			
	COHEN & STEERS INFRASTRUCTURE FUND, INC.
		
	 By:
	 	 /s/ Tina M. Payne

	 Name:
	 	 Tina M. Payne

	 Title:
	 	 Secretary










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

			
	COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC.
		
	 By:
	 	 /s/ Tina M. Payne

	 Name:
	 	 Tina M. Payne

	 Title:
	 	 Secretary










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

			
	COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.
		
	 By:
	 	 /s/ Tina M. Payne

	 Name:
	 	 Tina M. Payne

	 Title:
	 	 Secretary










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

			
	COHEN & STEERS MLP & ENERGY OPPORTUNITY FUND, INC.
		
	 By:
	 	 /s/ Tina M. Payne

	 Name:
	 	 Tina M. Payne

	 Title:
	 	 Secretary










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

			
	COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES’ RETIREMENT SYSTEM
		
	 By:
	 	 /s/ Paul McPheeters

	 Name:
	 	 Paul McPheeters

	 Title:
	 	 Managing Director, Atlantic Trust Company










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

			
	CONCORD EQUITY (CAYMAN) LIMITED
		
	 By:
	 	 /s/ Diane C. Bowe-Pindling

	 Name:
	 	 Diane C. Bowe-Pindling

	 Title:
	 	 Director










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

			
	 CUSHING FUND, LP

		
	 By:
	 	 Cushing Asset Management, LP, its general partner

	 By:
	 	 Swank Capital, LLC, its General Partner

		
	 By:
	 	 /s/ Jerry V. Swank

	 Name:
	 	 Jerry V. Swank

	 Title:
	 	 Managing Member










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

			
	CUSHING MLP MARKET NEUTRAL FUND, LP
		
	 By:
	 	 Cushing Asset Management, LP, its general partner

	 By:
	 	 Swank Capital, LLC, its General Partner

		
	 By:
	 	 /s/ Jerry V. Swank

	 Name:
	 	 Jerry V. Swank

	 Title:
	 	 Managing Member










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

			
	 CUSHING MLP OPPORTUNITY FUND, LP

		
	 By:
	 	 Cushing Asset Management, LP, its general partner

	 By:
	 	 Swank Capital, LLC, its General Partner

		
	 By:
	 	 /s/ Jerry V. Swank

	 Name:
	 	 Jerry V. Swank

	 Title:
	 	 Managing Member










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

			
	CUSHING RENAISSANCE OPPORTUNITY FUND, LP
		
	 By:
	 	 Cushing Asset Management, LP, its general partner

	 By:
	 	 Swank Capital, LLC, its General Partner

		
	 By:
	 	 /s/ Jerry V. Swank

	 Name:
	 	 Jerry V. Swank

	 Title:
	 	 Managing Member










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

			
	EAGLE INCOME APPRECIATION PARTNERS, 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. 
  

			
	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. 
  

			
	LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
		
	 By:
	 	 /s/ Jeffrey Wade

	 Name:
	 	 Jeffrey Wade

	 Title:
	 	 General Counsel










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

			
	MSD ENERGY PARTNERS, L.P.
		
	 By:
	 	 /s/ Marcello Liguori

	 Name:
	 	 Marcello Liguori

	 Title:
	 	 Managing Director










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

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

	 By:
	 	 Magnetar Financial LLC, its Sole Member

		
	 By:
	 	 /s/ Michael Turro

	 Name:
	 	 Michael Turro

	 Title:
	 	 Chief Compliance Officer



  

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

	 By:
	 	 Magnetar Financial LLC, its Sole Member

		
	 By:
	 	 /s/ 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. 
  

			
	RESOLUTE INVESTMENTS, LTD.
		
	 By:
	 	 /s/ Cora Lee Starzomski

	 Name:
	 	 Cora Lee Starzomski

	 Title:
	 	 Director










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

			
	SENVEST MANAGEMENT, LLC ON BEHALF OF ITS ADVISORY CLIENT, SENVEST MASTER FUND, LP
		
	 By:
	 	 /s/ Bobby Trahanas

	 Name:
	 	 Bobby Trahanas

	 Title:
	 	 Chief Compliance Officer










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

			
	SWANK MLP CONVERGENCE FUND, LP
		
	 By:
	 	 Cushing Asset Management, LP, its general partner

	 By:
	 	 Swank Capital, LLC, its General Partner

		
	 By:
	 	 /s/ Jerry V. Swank

	 Name:
	 	 Jerry V. Swank

	 Title:
	 	 Managing Member










 
			
	ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTION 2.09:
	
	AT INVESTMENTS ADVISORS, INC.
		
	 By:
	 	 /s/ Chris Linder

	 Name:
	 	 Chris Linder

	 Title:
	 	 Senior Vice President