Registration Rights Agreement



 





Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT, dated as of December ___, 2007, by and between Teekay
Tankers Ltd., a Marshall Islands company (the “Company”), and Teekay Corporation, a Marshall
Islands company (the “Stockholder”).



     In consideration of the mutual covenants and agreements herein contained and other good and
valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement hereby agree as follows:



1. CERTAIN DEFINITIONS.




     In addition to the terms defined elsewhere in this Agreement, the following terms shall have
the following meanings:



     “Affiliate” of any Person means any other Person which directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with, such Person. 
The term “control” (including the terms “controlling,” “controlled by” and “under common control
with”) as used with respect to any Person means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.



     “Agreement” means this Registration Rights Agreement, including all amendments, modifications
and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this
Registration Rights Agreement as the same may be in effect at the time such reference becomes
operative.



     “Common Shares” means shares of Class A common stock, par value $0.01 per share, of the
Company, including shares of Class A common stock issuable upon conversion of Class B common stock,
par value $0.01 per share, of the Company, and any other shares into which such shares are
converted pursuant to a recapitalization or reorganization.



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



     “Demand Registration” has the meaning set forth in Section 2(a) hereof.



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



     “Governmental Entity” means any national, federal, state, municipal, local, territorial,
foreign or other government or any department, commission, board, bureau, agency, regulatory
authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or
public or private tribunal.



     “Holder” means any holder of record of Registrable Common Shares. For purposes of this
Agreement, the Company may deem and treat the registered holder of Registrable Common



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Shares as the Holder and absolute owner thereof, and the Company shall not be affected by any
notice to the contrary.



     “Initiating Holders” has the meaning set forth in Section 2(a) hereof.



     “IPO” means the Company’s initial public offering registered under the Securities Act of
Common Shares.



     “Person” means any individual, sole proprietorship, partnership, limited liability company,
joint venture, trust, incorporated organization, association, corporation, institution, public
benefit corporation, Governmental Entity or any other entity.



     “Piggyback Registration” has the meaning set forth in Section 3(a) hereof.



     “Prospectus” means the prospectus or prospectuses included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Common Shares covered by such Registration Statement and by all
other amendments and supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus or prospectuses.



     “Registrable Common Shares” means (a) all the Common Shares beneficially owned by the
Stockholder or any of its Affiliates from time to time (including, without limitation, any and all
Common Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to, or in exchange for,
or in replacement of, such Common Shares); provided, however, that Registrable Common Shares shall
not include any securities that are or became tradeable without restriction as to volume pursuant
to Securities Act Rule 144 or that are sold by a Person either pursuant to a Registration Statement
or Rule 144.



     “Registration Expenses” has the meaning set forth in Section 6(a) hereof.



     “Registration Statement” means any registration statement of the Company which covers any of
the Registrable Common Shares pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all materials incorporated by reference in such Registration
Statement.



     “SEC” means the Securities and Exchange Commission.



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



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



     “Suspension Notice” has the meaning set forth in Section 5(f) hereof.



     “underwritten registration” or “underwritten offering” means a registration in which
securities of the Company are sold to underwriters for reoffering to the public.



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     “Withdrawn Demand Registration” has the meaning set forth in Section 2(g) hereof.



2. DEMAND REGISTRATIONS.




     (a) Right to Request Registration. At any time after the first anniversary of the
closing of the IPO, any Holder or Holders may request registration under the Securities Act
(“Initiating Holders”) of all or part of the Registrable Common Shares (“Demand Registration”).



     Within 10 days after receipt of any such request for Demand Registration, the Company shall
give written notice of such request to all other Holders of Registrable Common Shares and shall,
subject to the provisions of Section 2(d) hereof, include in such registration all such Registrable
Common Shares with respect to which the Company has received written requests for inclusion therein
within 15 days after the receipt of the Company’s notice.



     (b) Number of Demand Registrations. Subject to the provisions of Section 2(a), the
Initiating Holders of Registrable Common Shares shall collectively be entitled to request an
aggregate of three (3) Demand Registrations.  A registration shall not count as one of the
permitted Demand Registrations (i) until it has become effective, (ii) if the Initiating Holders
requesting such registration are not able to register at least 50% of the Registrable Common Shares
requested by such Initiating Holder to be included in such registration or (iii) in the case of a
Demand Registration that would be the last permitted Demand Registration requested hereunder, if
the Initiating Holders requesting such registration are not able to register all of the Registrable
Common Shares requested to be included by such Initiating Holders in such registration.



     (c) Priority on Demand Registrations. The Company shall not include in any Demand
Registration any securities which are not Registrable Common Shares without the written consent of
the Holders of a majority of the shares of Registrable Common Shares to be included in such
registration, or, if such Demand Registration is an underwritten offering, without the written
consent of the managing underwriters.  If the managing underwriters of the requested Demand
Registration advise the Company in writing that in their opinion the number of shares of
Registrable Common Shares proposed to be included in any such registration exceeds the number of
securities which can be sold in such offering and/or that the number of shares of Registrable
Common Shares proposed to be included in any such registration would adversely affect the price per
share of the Company’s equity securities to be sold in such offering, the Company shall include in
such registration only the number of shares of Registrable Common Shares which in the opinion of
such managing underwriters can be sold.  If the number of shares which can be sold is less than the
number of shares of Registrable Common Shares proposed to be registered, the amount of Registrable
Common Shares to be so sold shall be allocated pro rata among the Holders of Registrable Common
Shares desiring to participate in such registration on the basis of the amount of such Registrable
Common Shares initially proposed to be registered by such Holders.  If the number of shares which
can be sold exceeds the number of shares of Registrable Common Shares proposed to be sold, such
excess shall be allocated pro rata among the other holders of securities, if any, desiring to
participate in such registration based on the amount of such securities initially requested to be
registered by such holders or as such holders may otherwise agree.



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     (d) Restrictions on Demand Registrations. The Company shall not be obligated to
effect any Demand Registration within three months after the effective date of a previous Demand
Registration, or a previous registration under which the Initiating Holders had piggyback rights
pursuant to Section 3 hereof wherein the Initiating Holders were permitted to register, and
actually sold, at least 50% of the shares of Registrable Common Shares requested to be included
therein.  The Company may postpone for up to one hundred eighty (180) days the filing or the
effectiveness of a Registration Statement for a Demand Registration if, based on the good faith
judgment of the conflicts committee (“Conflicts Committee”) of the Company’s board of directors,
such postponement or withdrawal is necessary (i) because such Demand Registration would materially
interfere with a significant acquisition, reorganization or other similar transaction involving the
Company, (ii) in order to avoid premature disclosure of a matter the Conflicts Committee has
determined would not be in the best interest of the Company to be disclosed at such time or (iii)
because such Demand Registration would render the Company unable to comply with requirements under
applicable securities laws; provided, however, that in no event shall the Company withdraw a
Registration Statement after such Registration Statement has been declared effective; and provided,
further, however, that in the event described above, the Initiating Holders requesting such Demand
Registration shall be entitled to withdraw such request and, if such request is withdrawn, such
Demand Registration shall not count as one of the permitted Demand Registrations.  The Company
shall provide written notice to the Initiating Holders requesting such Demand Registration of (x)
any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant
to this Section 2(d), (y) the Company’s decision to file or seek effectiveness of such Registration
Statement following such withdrawal or postponement and (z) the effectiveness of such Registration
Statement.  The Company may defer the filing of a particular Registration Statement pursuant to
this Section 2(d) only once during any twelve-month period.



     (e) Selection of Underwriters. If any of the Registrable Common Shares covered by a
Demand Registration are to be sold in an underwritten offering, the Initiating Holders shall have
the right to select the managing underwriter(s) to administer the offering subject to the approval
of the Company, which will not be unreasonably withheld.



     (f) Other Registration Rights. The Company shall not grant to any Person the right,
other than as set forth herein, to request the Company to register any securities of the Company
except such rights as are not more favorable than or inconsistent with the rights granted to the
Holders herein.  In the event the Company grants rights which are more favorable, the Company will
make such provisions available to the Holders and will enter into any amendments necessary to
confer such rights on the Holders.



     (g) Effective Period of Demand Registrations. After any Demand Registration filed
pursuant to this Agreement has become effective, the Company shall use its commercially reasonable
efforts to keep such Demand Registration effective for a period equal to 180 days from the date on
which the SEC declares such Demand Registration effective (or if such Demand Registration is not
effective during any period within such 180 days, such 180-day period shall be extended by the
number of days during such period when such Demand Registration is not effective), or such shorter
period which shall terminate when all of the Registrable Common Shares covered by such Demand
Registration have been sold pursuant to such Demand Registration.  If the Company shall withdraw
any Demand Registration pursuant to



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Section 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable
Common Shares remaining unsold and originally covered by such Withdrawn Demand Registration shall
be entitled to a replacement Demand Registration which (subject to the provisions of this
Section 2) the Company shall use its best efforts to keep effective for a period commencing on the
effective date of such Demand Registration and ending on the earlier to occur of the date (i) which
is 180 days from the effective date of such Demand Registration and (ii) on which all of the
Registrable Common Shares covered by such Demand Registration have been sold.  Such additional
Demand Registration otherwise shall be subject to all of the provisions of this Agreement.



3. PIGGYBACK REGISTRATIONS.




     (a) Right to Piggyback. If at any time following the IPO the Company proposes to
register any of its common equity securities under the Securities Act (other than a registration
statement on Form S-8 or on Form F-4 or any similar successor forms thereto), whether for its own
account or for the account of one or more stockholders of the Company, and the registration form to
be used may be used for any registration of Registrable Common Shares (a “Piggyback Registration”),
the Company shall give prompt written notice (in any event within 10 days after its receipt of
notice of any exercise of other demand registration rights) to all Holders of its intention to
effect such a registration and, subject to Sections 3(b) and 3(c), shall include in such
registration all Registrable Common Shares with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the Company’s notice.  The
Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any
time in its sole discretion.



     (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering and/or that the number of shares
of Registrable Common Shares proposed to be included in any such registration would adversely
affect the price per share of the Company’s equity securities to be sold in such offering, the
Company shall include in such registration (i) first, the securities the Company proposes to sell,
(ii) second, the Registrable Common Shares requested to be included therein by the Holders, pro
rata among the Holders of such Registrable Common Shares on the basis of the number of shares
requested to be registered by such Holders, and (iii) third, other securities requested to be
included in such registration pro rata among the holders of such securities on the basis of the
number of shares requested to be registered by such holders or as such holders may otherwise agree.



     (c) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of a holder of the Company’s securities other than
Registrable Common Shares, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such registration exceeds the
number which can be sold in such offering and/or that the number of shares of Registrable Common
Shares proposed to be included in any such registration would adversely affect the price per share
of the Company’s equity securities to be sold in such offering, the Company shall include in such
registration (i) first, the securities requested to be included therein by the holders



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requesting such registration, (ii) second, the Registrable Common Shares requested to be
included in such registration, pro rata among the Holders on the basis of the number of shares
requested to be registered by such Holders, and (iii) third, other securities requested to be
included in such registration pro rata among the holders of such securities on the basis of the
number of shares requested to be registered by such holders or as such holders may otherwise agree.



     (d) Selection of Underwriters. If any Piggyback Registration is an underwritten
primary offering, the Company shall have the right to select the managing underwriter or
underwriters to administer any such offering.



     (e) Other Registrations. If the Company has previously filed a Registration Statement
with respect to Registrable Common Shares, and if such previous registration has not been withdrawn
or abandoned, the Company shall not be obligated to cause to become effective any other
registration of any of its securities under the Securities Act, whether on its own behalf or at the
request of any holder or holders of such securities, until a period of at least three months has
elapsed from the effective date of such previous registration.



4. HOLDBACK AGREEMENTS.




     The Company and each Holder agree not to effect any sale or distribution of any of the
Company’s common equity securities during the 10 days prior to and during the 90 days beginning on
the effective date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of such underwritten registration or pursuant to registrations on
Form S-8 or F-4 or any successor forms thereto), unless the underwriters managing the offering
otherwise agree to a shorter period or other exceptions.



5. REGISTRATION PROCEDURES.




     (a) Whenever the Holders request that any Registrable Common Shares be registered pursuant to
this Agreement, the Company shall use all commercially reasonable efforts to effect the
registration and the sale of such Registrable Common Shares in accordance with the intended methods
of disposition thereof.



     (b) The Company shall ensure that no Registration Statement (including any amendments or
supplements thereto and Prospectuses contained therein) shall contain any 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 (except, with respect to any Holder, for an untrue statement
or alleged untrue statement of a material fact or omission or alleged omission of a material fact
made in reliance on and in conformity with written information furnished to the Company by or on
behalf of such Holder specifically for use therein).



     (c) The Company shall make available to each Holder whose Registrable Common Shares are
included in a Registration Statement (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company, one copy of each Registration
Statement and any amendment thereto, each preliminary Prospectus and Prospectus and each amendment
or supplement thereto, each letter written by or on behalf of the Company to the SEC or the staff
of the SEC (or other governmental agency or self-regulatory body or other



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body having jurisdiction, including any domestic or foreign securities exchange), and each
item of correspondence from the SEC or the staff of the SEC (or other governmental agency or
self-regulatory body or other body having jurisdiction, including any domestic or foreign
securities exchange), in each case relating to such Registration Statement (other than any portion
thereof which contains information for which the Company has sought confidential treatment), and
(ii) such number of copies of a Prospectus, including a preliminary Prospectus, and all amendments
and supplements thereto and such other documents as such Holder may reasonably request in order to
facilitate the disposition of the Registrable Common Shares owned by such Holder. The Company will
promptly notify each Holder by facsimile of the effectiveness of each Registration Statement or any
post-effective amendment. The Company will promptly respond to any and all comments received from
the SEC, with a view towards causing each Registration Statement or any amendment thereto to be
declared effective by the SEC as soon as practicable and shall file an acceleration request as soon
as practicable following the resolution or clearance of all SEC comments or, if applicable,
following notification by the SEC that any such Registration Statement or any amendment thereto
will not be subject to review.



     (d) At all times after the Company has filed a registration statement with the SEC pursuant to
the requirements of either the Securities Act or the Exchange Act, the Company shall file all
reports required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and take such further action as any Holders may
reasonably request, all to the extent required to enable such Holders to be eligible to sell
Registrable Common Shares pursuant to Rule 144 (or any similar rule then in effect).



     (e) The Company may require each seller of Registrable Common Shares as to which any
registration is being effected to furnish to the Company any other information regarding such
seller and the distribution of such securities as the Company may from time to time reasonably
request in writing.



     (f) Each seller of Registrable Common Shares agrees by having its shares treated as
Registrable Common Shares hereunder that, upon notice of the happening of any event as a result of
which the Prospectus included in such Registration Statement contains an untrue statement of a
material fact or omits any material fact necessary to make the statements therein not misleading (a
“Suspension Notice”), such seller will forthwith discontinue disposition of Registrable Common
Shares until such seller is advised in writing by the Company that the use of the Prospectus may be
resumed and is furnished with a supplemented or amended Prospectus as contemplated by
Section 5(c) hereof, and, if so directed by the Company, such seller will deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies then in such seller’s
possession, of the Prospectus covering such Registrable Common Shares current at the time of
receipt of such notice; provided, however, that such postponement of sales of Registrable Common
Shares by the Holders shall not exceed ninety (90) days in the aggregate in any one year. If the
Company shall give any notice to suspend the disposition of Registrable Common Shares pursuant to a
Prospectus, the Company shall extend the period of time during which the Company is required to
maintain the Registration Statement effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to and including the
date such seller either is advised by the Company that the use of the Prospectus may be resumed or
receives the copies of the supplemented or amended



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Prospectus contemplated by Section 5(c). In any event, the Company shall not be entitled to
deliver more than three (3) Suspension Notices in any one year.



6. REGISTRATION EXPENSES.




     (a) All expenses incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, listing application fees, printing expenses, transfer agent’s and
registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any
supplements thereto, and fees and disbursements of counsel for the Company and all independent
certified public accountants and other Persons retained by the Company (all such expenses being
herein called “Registration Expenses”) (but not including any underwriting discounts or commissions
attributable to the sale of Registrable Common Shares or fees and expenses of more than one counsel
representing the Holders of Registrable Common Shares), shall be borne by the Company. In
addition, the Company shall pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange on which they are to
be listed.



     (b) In connection with each registration initiated hereunder (whether a Demand Registration or
a Piggyback Registration), the Company shall reimburse the Holders covered by such registration or
sale for the reasonable fees and disbursements of one law firm chosen by the Holders of a majority
of the Registrable Shares included in such registration or sale.



     (c) The obligation of the Company to bear the expenses described in Sections 6(a) and (b)
shall apply irrespective of whether a registration, once properly demanded, if applicable, becomes
effective, is withdrawn or suspended, or is converted to another form of registration and
irrespective of when any of the foregoing shall occur; provided, however, that Registration
Expenses for any Registration Statement withdrawn solely at the request of a Holder of Registrable
Common Shares (unless withdrawn following postponement of filing by the Company in accordance with
Section 2(d)) or any supplements or amendments to a Registration Statement or Prospectus resulting
from a misstatement furnished to the Company by a Holder shall be borne by such Holder.



7. INDEMNIFICATION.




     (a) The Company shall indemnify, to the fullest extent permitted by law, each Holder, its
officers, directors and Affiliates and each Person who controls such Holder (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or
any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading or any violation or alleged violation by the Company of
the Securities Act, the Exchange Act or applicable “blue sky” laws, except insofar as the same are
made in reliance and in conformity with information relating to such Holder furnished in writing to
the Company by such Holder expressly for use therein or



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caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the
Registration Statement or Prospectus or any amendments or supplements thereto (if the same was
required by applicable law to be so delivered) after the Company has furnished such Holder with a
sufficient number of copies of the same. In connection with an underwritten offering, the Company
shall indemnify such underwriters, their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Holders.



     (b) In connection with any Registration Statement in which a Holder of Registrable Common
Shares is participating, each such Holder shall furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, shall indemnify, to the fullest extent permitted by law, the Company,
its officers, directors, Affiliates and each Person who controls the Company (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue or alleged untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or
any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only to the extent that such untrue or alleged
untrue statement or omission or alleged omission are made in reliance upon and in conformity with
information relating to such Holder furnished in writing to the Company by such Holder expressly
for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser
a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the
same was required by applicable law to be so delivered) after the Company has furnished such Holder
with a sufficient number of copies of the same; provided, however, that the indemnification
obligations of the Holders under this Section 7(b) shall be several, not joint and several, among
such Holders and the liability of each such Holder shall be in proportion to and limited to the net
amount received by such Holder from the sale of Registrable Common Shares pursuant to such
Registration Statement.



     (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification, provided that
the failure to notify the indemnifying party shall not relieve the indemnifying party from any
liability that it may have under this Section 7 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the indemnifying party shall not relieve the
indemnifying party from any liability that it may have to an indemnified party otherwise than under
this Section 7 and (ii) unless in such indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party there may be one
or more legal or equitable defenses available to such indemnified party which are in



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addition to or may conflict with those available to another indemnified party with respect to
such claim.



     (d) The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and shall survive the transfer of
securities.



     (e) If the indemnification provided for in or pursuant to this Section 7 is due in accordance
with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any
losses, claims, damages, liabilities or expenses referred to herein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements
or omissions which result in such losses, claims, damages, liabilities or expenses as well as any
other relevant equitable considerations. The relative fault of the indemnifying party on the one
hand and of the indemnified Person 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 relates to information supplied by the indemnifying party
or by the indemnified party, and by such party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. In no event shall the liability
of any selling Holder be greater in amount than the amount of net proceeds received by such Holder
upon such sale or the amount for which such indemnifying party would have been obligated to pay by
way of indemnification if the indemnification provided for under Sections 7(a) or (b) hereof had
been available under the circumstances.



8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.




     No Person may participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and
(b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.



9. RULE 144.




     The Company covenants that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder,
and it will take such further action as any Holder may reasonably request to make available
adequate current public information with respect to the Company meeting the current public
information requirements of Rule 144(c) under the Securities Act, to the extent required to enable
such Holder to sell Registrable Common Shares without registration under the Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as



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such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter
adopted by the SEC.



10. MISCELLANEOUS.




       (a) Notices. All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be hand delivered or mailed postage prepaid by
registered or certified mail or by facsimile transmission (with prompt telephone confirmation
thereafter):


 If to the Company:



Teekay Tankers Ltd.

Bayside House, Bayside Executive Park

West Bay Street and Blake Road

P.O. Box AP-59212

Nassau, Commonwealth of the Bahamas

Attention:                                               

Facsimile No.:                                         



If to Stockholder:



Teekay Corporation

Bayside House, Bayside Executive Park

West Bay Street and Blake Road

P.O. Box AP-59213

Nassau, Commonwealth of the Bahamas

Attention:                                               

Facsimile No.:                                         




       If to a transferee Holder, to the address of such Holder set forth in the transfer
documentation provided to the Company;



       in each case (other than for any transferee Holder) with copies to (which shall not constitute
notice):


Perkins Coie LLP

1120 NW Couch Street, 10th Floor

Portland, OR 97209

Attention: David Matheson

Facsimile No.: (503) 346-2000



or at such other address as such party each may specify by written notice to the others, and each
such notice, request, consent and other communication shall for all purposes of the Agreement be
treated as being effective or having been given when delivered personally, upon receipt of
facsimile confirmation if transmitted by facsimile, or, if sent by mail, at the earlier of its
receipt


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or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit
of United States mail, addressed and postage prepaid as aforesaid.




     (b) No Waivers. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.



     (c) Expenses. Except as otherwise provided for herein or otherwise agreed to in
writing by the parties, all costs and expenses incurred in connection with the preparation of this
Agreement shall be paid by the Company.



     (d) Successors and Assigns. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted
assigns, it being understood that subsequent Holders of the Registrable Common Shares are intended
third party beneficiaries of this Agreement. In particular, each Holder shall have the right to
assign its rights under this Agreement (but only with all related obligations) in connection with
the transfer of any of such Holder’s Common Shares to any of its Affiliates.



     (e) Governing Law. The internal laws, and not the laws of conflicts (other than
Section 5-1401 of the General Obligations Law of the State of New York), of New York shall govern
the enforceability and validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.



     (f) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby may be brought in any federal or state court located in the County and State of
New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding which is brought in any such court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court. Without limiting the
foregoing, each party agrees that service of process on such party as provided in
Section 10(a) shall be deemed effective service of process on such party.



     (g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     (h) Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts (including by facsimile) and by different parties hereto in separate counterparts,
with the same effect as if all parties had signed the same document. All such counterparts shall
be deemed an original, shall be construed together and shall constitute one and the same



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instrument. This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.



     (i) Entire Agreement. This Agreement contains the entire agreement among the parties
hereto with respect to the subject matter hereof and supersedes and replaces all other prior
agreements, written or oral, among the parties hereto with respect to the subject matter hereof.



     (j) Captions. The headings and other captions in this Agreement are for convenience
and reference only and shall not be used in interpreting, construing or enforcing any provision of
this Agreement.



     (k) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.



     (l) Amendments. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the prior written consent of the holders of a
majority of the Registrable Common Shares; provided, however, that without a Holder’s written
consent no such amendment, modification, supplement or waiver shall affect adversely such Holder’s
rights hereunder in a discriminatory manner inconsistent with its adverse effects on rights of
other Holders hereunder (other than as reflected by the different number of shares held by such
Holder); provided, further, that the consent or agreement of the Company shall be required with
regard to any termination, amendment, modification or supplement of, or waivers or consents to
departures from, the terms hereof, which affect the Company’s obligations hereunder. This
Agreement cannot be changed, modified, discharged or terminated by oral agreement.



     (m) Aggregation of Shares. All Registrable Common Shares held by or acquired by any
Affiliated Persons will be aggregated together for the purpose of determining the availability of
any rights under this Agreement.



     (n) Equitable Relief. Without limiting the remedies available, the parties hereto
acknowledge that any failure by the Company to comply with its obligations under this Agreement
will result in material irreparable injury to the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that, in the
event of any such failure, any Holder shall have the right to obtain such relief as may be required
to specifically enforce the Company’s obligations under this Agreement.



[Signature Page Follows]




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     IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the
parties hereto as of the date first written above.



	 	 	 	 	 	 	 
	 	 	TEEKAY TANKERS LTD.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TEEKAY CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







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