Common use of Priority Clause in Contracts

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership or other party or parties requesting or initiating such registration or to any other holder of securities of the Partnership having rights of registration pursuant to the Existing Registration Rights Agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Units (other than Teekay holders of Common Unit Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Common Unit Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or Common Units proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of Common Units to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Preferred Stock or Common Stock included in an Underwritten Offering involving Included Registrable Securities advises Seller 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 (other than by reason of the notice periods set forth herein) or distribution of the Preferred Stock or Common Units offered or the market for the Common UnitsStock offered, then the Preferred Stock and Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Seller can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Seller and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) Seller having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders 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 and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (ai) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bii) 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.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If (i) Notwithstanding any other provision of this Section 2.07, in the Managing Underwriter case of an Underwritten Offering pursuant to an Underwritten Offering Request, if the managing underwriter or Underwriters underwriters of any proposed an Underwritten Offering advise the Partnership that selling Holders that, in its or their opinion, the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering Underwritten Offering exceeds the number that which can be sold in such offering Underwritten Offering without being likely to have an a significant adverse effect on the price, timing or distribution of the Common Units securities offered or the market for the Common Unitssecurities offered, then the Common Units securities to be included in such Underwritten Offering (i) first, shall include be allocated to the Initiating Holder and, if the Demanding Holders are the Initiating Holder, pro rata among the Demanding Holders that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Managing Underwriter Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and any other Holder that has a right to participate in such Underwritten Offering proposes to include in such Underwritten Offering that, in the opinion of the managing underwriter or Underwriters advise the Partnership underwriters can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates holders of registration rights pursuant to any registration rights existing as of the date of this Agreement Existing Registration Rights Agreements in accordance therewith and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of those Registrable Securities that are LP Units that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership and, if applicable, to those holders of Parity Securities who initiated the Underwritten Offering pursuant to rights granted such holders under the ArcLight/Xxxxx Registration Rights Agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date hereof, Parity Securities include securities of the Partnership covered by the Existing Registration Rights Agreements. 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 those Registrable Securities that are LP Units proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities that are LP Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of those Registrable Securities that are LP Units 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.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters Underwriter(s) of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise Underwriter(s) advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (aA) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bB) the fraction derived by dividing (x1) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y2) 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.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of McMoRan Common Stock included in an Underwritten Offering involving Included Registrable Securities advises McMoRan 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 (other than by reason of the notice periods set forth herein) or distribution of the McMoRan Common Units offered or the market for the Common UnitsStock offered, then the McMoRan Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises McMoRan can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, McMoRan and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) McMoRan having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders 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 and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise involving Included Registrable Securities advises the Partnership, or the Partnership reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership or other party requesting such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any “Holders” (as defined in the Existing Class A Preferred Registration Rights Agreements) under the Existing Class A Preferred Registration Rights Agreements (“Class A Holders”) requesting such registration, based on the percentage derived by dividing (x) the number of Registrable Securities proposed to be sold by such Selling Holder and the number of “Registrable Securities” (as defined in the Existing Class A Preferred Registration Rights Agreements) (“Class A Registrable Securities”) proposed to be sold by the Class A Holders by (y) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and Class A Registrable Securities proposed to be sold by all Class A Holders and (iii) third, to any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation , allocated among such holders 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 Offeringmanner as they may agree.

Priority. If a Demand Registration is an underwritten Public Offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering managing underwriters advise the Partnership Company in writing that in their opinion the total amount inclusion of the number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include in such offering be included exceeds the number that of securities which can be sold in such the offering without being likely to have an adverse effect on adversely affecting the price, timing or distribution marketability of the Common Units offered or the market for the Common Unitssuch offering, then the Common Units managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting and the number of securities that may be included in such registration and underwriting shall include first, the Series B-C Preferred Stock Registrable Securities requested to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) thirdregistration, pro rata among the Selling Holders who have requested participation in holders of such Underwritten Offering and any other holder of securities Series B-C Preferred Stock Registrable Securities on the basis of the Partnership total number of Series B-C Preferred Stock Registrable Securities owned by each such holder, second, the Preferred Stock Registrable Securities (other than Teekay and its Affiliatesthe Series B-C Preferred Stock Registrable Securities) having rights requested to be included in such registration, pro rata among the holders of registration that are neither expressly senior nor subordinated to such Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) on the basis of the total number of Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) owned by each such holder, third, the Registrable Securities (other than the “Parity Preferred Stock Registrable Securities”). The ) requested to be included in such registration, pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in among the holders of 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) on the fraction derived by dividing (x) basis of the total number of Registrable Securities owned by each such holder, and fourth, other equity securities requested to be included in such registration to be allocated pro rata among the holders of thereof on the Closing Date by such Selling Holder by (y) basis of the aggregate number of such equity securities owned by each such holder. In no event will a Demand Registration pursuant to Section 2.1 count as a Long-Form Demand Registration for purposes of Section 2.1 unless at least thirty percent (30%) of all Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation to be registered in such Underwritten Offering plus Demand Registration by the aggregate number of Parity Securities owned on the Closing Date by all initiating holders of Parity Securities that are participating are, in the Underwritten Offeringfact, registered and sold in such registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (b), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Notwithstanding the Managing Underwriter or Underwriters foregoing, if the managing underwriter of any proposed Underwritten Offering advise a registered offering being made in response to a Registration Demand advises the Partnership Company in writing that the total amount number of shares of Registrable Securities that desired to be offered by the Selling Company or Eligible Holders and any other Persons intend to include in than the Demand Holder who made the Registration Demand, together with the Demand Registration Securities of such offering Demand Holder, exceeds the maximum number that can of such shares which the managing underwriter considers, in good faith, to be sold in such offering appropriate based on market conditions and other relevant factors (including, without being likely to have an adverse effect on limitation, pricing) (the price, timing or distribution of the Common Units offered or the market for the Common Units"Maximum Number"), then the Common Units securities proposed to be included in by Eligible Holders other than such Underwritten Offering Demand Holder (the "Other Sellers") shall include be excluded from such registration before any such securities of such Demand Holder or the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers, the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold included by such Demand Holder and the Company exceeds the Maximum Number, such securities to be included on behalf of the Company shall be excluded to the extent necessary to avoid exceeding the Maximum Number. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the filing date of such Underwritten Offering multiplied registration statement and, in the event of a withdrawal by (b) the fraction derived by dividing (x) Demand Holder whose Registration Demand gave rise to the registration, such withdrawn Registration Demand shall not be deemed to be a Registration Demand counting against the permissible number of Registrable Securities owned on Registration Demands set forth in Paragraph 2(a)(i) if the Closing Date Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with 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 Offeringwithdrawn Registration Demand.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units 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 a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights on or after the date of this Agreement (including the General Partner, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations pursuant to clause (iii) above for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units 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 and Other Holders participating in the Underwritten Offering. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as described in this Section 2.02(b) and as set forth in the Partnership Agreement.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership 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 Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) Company having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”), provided, however, that in the case of a Requested Underwritten Offering pursuant to Section 2.04(b) in which the Purchaser is the Initiating Holder, such number shall be allocated (x) first, to the Purchaser and (y) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. 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.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed in an Underwritten Offering advise involving Included Registrable Securities advises the Partnership 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 Units offered or the market for the Common UnitsStock offered, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without the likelihood of having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or to any Principal Shareholder requesting demand registration under the Preceding Registration Rights Agreement (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and Principal Shareholders participating in any such Underwritten Offering, (iii) third, pro rata among the Selling Holders who have requested participation in any such Underwritten Offering and (iv) fourth, to any other holder of parties who are not Selling Holders who have rights to include their securities of in the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Underwritten Offering. 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 by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date date of the pricing of the Underwritten Offering by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date date of the pricing of the Underwritten Offering 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.

Priority. If Prior to the Managing Underwriter effectiveness of a registration statement filed pursuant to Section 2 hereof, if the Company proposes to register any of its Common Stock under the Securities Act for its own account as contemplated by Section 3 hereof and such securities are to be distributed by or Underwriters through one or more underwriters, and if the managing underwriter of any proposed Underwritten Offering such underwritten offering shall advise the Partnership Company in writing (with a copy to the Piggyback Requesting Holders) that if all the total amount Registrable Common Stock requested to be included in such registration were so included, in its opinion, the number and type of Registrable Securities that securities proposed to be included in such registration would exceed the Selling Holders number and any other Persons intend type of securities which could be sold in such offering within a price range acceptable to the Company (such writing to state the basis of such opinion and the approximate number and type of securities which may be included in such offering without such effect), then the Company shall include in such offering exceeds registration pursuant to Section 3, to the extent of the number that and type of securities which the Company is so advised can be sold in such offering without being likely to have an adverse effect on the priceoffering, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, securities that the Company proposes to the Partnershipissue and sell for its own account, (ii) second, Permitted Common Stock requested to Teekay and its Affiliates pursuant to any registration rights existing as of be registered by the date of this Agreement and holders thereof, (iii) third, Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof, pro rata among the Selling Piggyback Requesting Holders who have requested participation in such Underwritten Offering and any other holder on the basis of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number shares of Registrable Securities owned on the Closing Date Common Stock requested to be registered by all Selling such Piggyback Requesting Holders who and (iv) fourth, other securities, if any. Any Holder may withdraw its request to have requested participation all or any portion of its Registrable Common Stock included in any such Underwritten Offering plus offering by notice to the aggregate number Company within 10 Business Days after receipt of Parity Securities owned on a copy of a notice from the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanaging underwriter pursuant to this Section 6(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of shares of Common Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount number of Registrable Securities shares of Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities shares of the Partnership Common Stock (other than Teekay holders of Common Stock Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Common Stock Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or shares of Common Stock proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCompany if initiating such registration, (ii) second, to Teekay the holders (the “Kimmeridge Holders”) under (A) the Registration Rights Agreement (the “2020 Kimmeridge Registration Rights Agreement”), dated September 30, 2020, by and its Affiliates between the Company and Xxxxxxxx Investments, LLC (“Xxxxxxxx”) and (B) the Registration Rights Agreement (the “2021 Kimmeridge Registration Rights Agreement” and together with the 2020 Kimmeridge Registration Rights Agreement, the “Kimmeridge Registration Rights Agreements”) to be made and entered into by and among the Company, Xxxxxxxx, and the entities affiliated therewith in connection with the closing of that certain Exchange Agreement, dated August 3, 2021, by and between the Company and Xxxxxxxx, to the extent the Kimmeridge Holders exercise their rights pursuant to any registration rights existing as the Kimmeridge Registration Rights Agreements entitling them to participate in such Underwritten Offering, allocated among such other holders pro rata on the basis of the date number of this Agreement and shares of Common Stock held by each applicable other holder or in such manner as they may agree, (iii) third, pro rata among to the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The Offering, allocated among such Selling Holders pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be on the product basis 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 held by such each Selling Holder or in such manner as they may agree, and (iv) fourth, by the other holders of Common Stock (yother than Holders and as otherwise already allocated in this section) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation with registration rights entitling them to participate in such Underwritten Offering plus Offering, allocated among such other holders pro rata on the aggregate basis of the number of Parity Securities owned on shares of Common Stock held by each applicable other holder or in such manner as they may agree. For the Closing Date by all holders avoidance of Parity Securities that are participating doubt, the priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates holders of registration rights pursuant to any registration rights existing as of the date of this Existing Registration Rights Agreement in accordance therewith and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of shares of Common Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company and the Holder that in its good faith opinion the total amount number of Registrable Securities shares of Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company and the Holder that in its good faith opinion can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities shares of the Partnership Common Stock (other than Teekay holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or shares of Common Stock proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership and, if applicable, to those holders of Parity Securities who initiated the Underwritten Offering pursuant to rights granted such holders under the ArcLight/Xxxxx Registration Rights Agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date hereof, Parity Securities include securities of the Partnership covered by the Existing Registration Rights Agreements. 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.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Shares included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Corporation that the total amount of Registrable Securities Common Shares that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Shares that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Corporation can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCorporation or other party or parties requesting or initiating such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as by the holders of Corporation securities that have requested participation in such Underwritten Offering under the date of this Existing Registration Rights Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Shares (other than Teekay and its Affiliatesholders of Registrable Securities) having with registration rights of registration that are neither expressly senior nor subordinated pursuant to the Registrable Securities (BX Registration Rights Agreement, the “Parity Securities”). The pro rata allocations pursuant Intrepid Registration Rights Agreement or otherwise entitling them to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such Selling Holders and other holders pro rata on the product basis 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 or Common Shares held by such each applicable Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation or other holder or 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 Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Hamlet Payment Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Hamlet Payment Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Hamlet Payment Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units 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 a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and the General Partner and its Affiliates (as defined in the Partnership Agreement) and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights on or after the date of this Agreement (other than the General Partner and its Affiliates, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations pursuant to clause (iii) above for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units 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 and Other Holders participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership 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 Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) 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 then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter for a registration (other than with respect to a Registration Statement filed pursuant to Section 1.2(b) above) involving an underwritten offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include Company in such offering exceeds writing that, in its opinion, the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of securities of the Common Units offered or the market for the Common Units, then the Common Units Company (including Registrable Securities) requested to be included in such Underwritten Offering shall include registration by the holders thereof exceeds the number of Registrable Securities that such Managing Underwriter or Underwriters advise securities of the Partnership Company (the “Sale Number”) which can be sold without having in an orderly manner in such adverse effectoffering within a price range acceptable to the Company, with such number to be allocated the Company will include (i) first, all securities of the Company that the Company proposes to the Partnershipregister for its own account, (ii) second, to Teekay and the extent that the number of securities to be included by the Company for its Affiliates pursuant own account is less than the Sale Number, the securities subject to any registration rights existing as of the date of this Agreement Existing Registration Rights Agreements and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder a number of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity SecuritiesAdjusted Allocation”). The pro rata allocations pursuant ) equal to clause the difference between (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (aA) the aggregate number of Registrable Securities Sale Number and (B) the securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) Company and the securities subject to the Existing Registration Rights Agreements. The Adjusted Allocation shall be allocated among the selling Holders pro rata based on the number of Registrable Securities owned on initially sought to be registered by each selling Holder. For purposes of the Closing Date by preceding sentence, for any selling Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Selling Holder by (y) holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate number amount of Registrable Securities shares carrying registration rights owned on the Closing Date by all Selling Holders who have requested participation entities and individuals included 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 “selling Holder,” as defined in the Underwritten Offeringthis sentence.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership, or the Partnership reasonably determines, that the total amount of Registrable Securities Common Units 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 amount, price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Partnership, or Underwriters advise the Partnership reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership or other party requesting such registration, including “Holders” under either of the Existing Registration Rights Agreements, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and “Holders” under the Existing Registration Rights Agreements, (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above Offering, based, for each Selling Holder who has requested participation in such Underwritten Offering shall be Holder, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date proposed to be sold by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date proposed to be sold by all Selling Holders, and (iii) fourth, to any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Holders who have requested participation in respect of the Registrable Securities (the “Parity Securities”), allocated among such holders 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 Offeringmanner as they may agree.

Priority. (i) If a registration under Section 2 involves an underwritten Public Offering, and if the Managing Underwriter or Underwriters managing underwriter of any proposed Underwritten Offering such underwritten offering shall advise the Partnership Company in writing (with a copy to each Selling Holder requesting that Registrable Common Stock be included in such registration statement) that the total amount number of shares of Registrable Securities that the Selling Holders and any other Persons intend Common Stock requested to include be included in such offering registration exceeds the number of shares of Registrable Common Stock that can be sold in such offering without being likely Public Offering within a price range stated to have an adverse effect on the price, timing or distribution such managing underwriter by Selling Holders (other than any Management Holders) owning at least a majority of the shares of Registrable Common Units offered or the market for the Common Units, then the Common Units Stock requested to be included in such Underwritten Offering registration (excluding any such shares held by Management Holders) to be acceptable to such Selling Holders, then the Company shall include in such registration pursuant to Section 2, to the extent of the number of shares of to the extent of the number of shares of Registrable Securities Common Stock that such Managing Underwriter or Underwriters advise the Partnership Company is advised can be sold without having in such adverse effectPublic Offering, with such number to be allocated (iA) first, Registrable Common Stock requested to be registered by the Partnership, (ii) second, to Teekay and its Affiliates Initiating Holders pursuant to any registration rights existing as of the date of this Agreement and (iii) thirdSection 2, pro rata among the Selling Initiating Holders who have requested participation in such Underwritten Offering and any other holder on the basis of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of shares of Registrable Securities owned Common Stock requested to be registered by all such Initiating Holders, (B) second, Registrable Common Stock requested to be registered by other Selling Holders requesting that Registrable Common Stock be included in such registration statement pursuant to Section 2, pro rata among such Selling Holders on the Closing Date basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holder by Holders, (yC) third, securities that 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 OfferingCompany proposes to issue and sell for its own account and (D) fourth, other securities, if any.

Priority. If in connection with an Underwritten Offering pursuant to this Section 2.03, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Existing Registration Rights Agreements, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay the Selling Holders, as defined in and its Affiliates pursuant to any registration rights existing the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Battlecat Registration Rights Agreement, and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the date of this Leucadia Registration Rights Agreement or the Battlecat Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thirdthereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders 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 Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, or, if the Underwritten Offering is initiated (such initiation, a “Non-Party Holder Initiation”) by one or more Holders (as such term is defined in that certain Registration Rights Agreement, dated May 4, 2015, by and among the Partnership, Enviva MLP Holdco, LLC and Enviva Cottondale Acquisition I, LLC), to such Persons and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder (and the Partnership in case of a Non-Party Holder Initiation) of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities (or to be issued by the Partnership in such Underwriter Offering, if any, in case of a Non-Party Holder Initiation) that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of shares of Common Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company and the Selling Holders that the total amount number of Registrable Securities shares of Common Stock that the Selling Holders and any other Persons intend to include in such offering Underwritten Offering exceeds the number of shares of Common Stock that can be sold in such offering Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities shares of the Partnership Common Stock (other than Teekay holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or shares of Common Stock proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering plus the aggregate number Offering) or in such manner as they may agree. The allocation of Parity Securities owned on the Closing Date by all holders shares of Parity Securities that are participating Common Stock to be included in the any Underwritten Offering, other than an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02, shall be governed by Section 2.01.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (including the General Partner, “Other Holders”) who have requested participation in the Piggyback Offering (based, for each such Underwritten Offering and any other holder of securities of Selling Holder or Other Holder, on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above percentage computed, 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) or Other Holder, on the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder or Other Holder, as applicable, in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation or Other Holders, as applicable, in such Underwritten Offering plus Offering). As of the aggregate number date of Parity Securities owned on execution of this Agreement, there are no other Persons with Registration Rights relating to the Closing Date by all holders Common Units or the Class B Units other than pursuant to this Agreement and Section 7.12 of Parity Securities that are participating in the Underwritten OfferingPartnership Agreement.

Priority. If a registration under this Section 3.2 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good faith judgment advises the Partnership Company that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the Underwriter’s Maximum Number, the Company shall be required to include in such Registration Statement only such number of Registrable Securities as is equal to the Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering in the following order of priority: (i) First, the Company shall be entitled to include in such Registration Statement the Registrable Securities that the Company proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number. (ii) Second, the Company shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Selling Requesting 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 pricehave, timing or distribution of the Common Units offered or the market for the Common Unitscollectively, then the Common Units requested to be included in such Underwritten Offering offering, to the full extent of the remaining portion of the Underwriter’s Maximum Number; provided, that if such number of Registrable Securities exceeds the remaining portion of the Underwriter’s Maximum Number, the Registrable Securities to be included in such offering shall be allocated among all of the Requesting Holders, in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (iii) Third, the Company shall be entitled to include in such Registration Statement that number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Company proposes to be allocated (i) firstoffer and sell for the account of any other Person, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to full extent of any registration rights existing as remaining portion of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Underwriter’s Maximum Number. 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.13 WEIL:\97487965\11\40631.0007

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and the General Partner and its Affiliates (as defined in the Partnership Agreement) and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders 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 and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and Agreement, (iii) third, to any other holders of securities selling pursuant to the terms of Existing Registration Rights Agreements (each, an “Existing Rights Holder”), on the percentage derived by dividing (x) the number of securities proposed to be sold by such Existing Rights Holder by (y) the aggregate number of securities proposed to be sold by all Existing Rights Holders, in the aggregate, and (iv) fourth, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its AffiliatesAffiliates or the Existing Rights Holders) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iiiiv) 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.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units 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 a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights prior to or after the date of this Agreement (including the General Partner, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations pursuant to clause (iii) above for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units 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 and Other Holders participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, ; (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as provided in the Registration Rights Agreement dated as of March 15, 2006 by and among Legacy, the date of this Agreement General Partner and Friedman, Billings, Xxxxxx & Co.; (iii) third, pursuant to the Registration Rights Agreement dated March 15, 2006 by and among Legacy, the General Partner and other parties thereto; (iv) fourth, pursuant to the Registration Rights Agreement dated June 29, 2006 between Xxxxx Holding LP, Legacy and the General Partner; (v) fifth, pursuant to the Registration Rights Agreement dated April 16, 2007 by and among Xxxxxxx & Associates, Inc., Legacy and the General Partner;and (vi) sixth, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders 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 and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Notwithstanding the Managing Underwriter foregoing, if the registration pursuant to this paragraph 2 involves an underwritten offering and the managing underwriter advises the Company or Underwriters of any proposed Underwritten Offering advise the Partnership UBS Capital in writing that the total amount number of Registrable shares of Common Stock or Preferred Stock desired to be offered by the Company or Stockholders other than the UBS Group together with the Registration Demand Securities that of the Selling Holders and any other Persons intend to include in such offering UBS Group exceeds the maximum number that can of such shares which the managing underwriter considers, in good faith, to be sold appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the "Maximum Number"), then the securities proposed to be included by Stockholders other than the UBS Group or the Originating Partnership Group (the "Other Sellers") shall be excluded from such registration before any such securities of the UBS Group, the Originating Partnership Group or the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers, the number of securities proposed to be included by the UBS Group, the Originating Partnership Group and the Company exceeds the Maximum Number, such securities to be included on behalf of the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers and the Company, the number of such securities proposed to be included by the UBS Group and the Originating Partnership Group exceeds the Maximum Number, the UBS Group and the Originating Partnership Group shall be entitled to sell a number of shares of such securities equal to the Maximum Number and such Maximum Number shall be allocated among the UBS Group and the Originating Partnership Group, in such offering without being likely the case of shares of Common Stock, according to have an adverse effect on the price, timing or distribution UBS Group's and the Originating Partnership Group's Pro Rata share of the Common Units offered or Stock held by the market for UBS Group and the Common UnitsOriginating Partnership Group, then and, in the Common Units case of shares of Preferred Stock, based on the relative aggregate redemption value of the shares of Preferred Stock held by the UBS Group and the Originating Partnership Group. Each of the UBS Group, the Originating Partnership Group, the Other Sellers and the Company (in the Exhibit B to Stockholders Agreement ----------------------------------- B-4 event that any securities are to be included offered by the Company) may withdraw from any demand registration pursuant to this paragraph 2 by giving written notice to the Company prior to the filing date of such registration statement and, in the event of a withdrawal by the UBS Group, such Underwritten Offering withdrawn Demand Registration shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can not be sold without having such adverse effect, with such number deemed to be allocated a Demand Registration counting against the maximum of two Demand Registrations set forth in paragraph 2(a) if (i) first, to the Partnership, UBS Group pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration or (ii) second, a registration statement with respect to Teekay and its Affiliates pursuant to any registration rights existing as of a Qualified IPO is filed by the date of this Agreement and (iii) third, pro rata among Company with the Selling Holders who have requested participation in Commission within 90 days after such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringwithdrawal.

Priority. If the Managing Underwriter or Underwriters of any managing underwriter(s) for a registration in which Registrable Securities are proposed Underwritten Offering to be included pursuant to this Article III that involves an underwritten offering shall advise the Partnership Company in good faith that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds its opinion, the number of shares of Common Stock to be sold for the account of persons other than the Company is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of the Company and the Holders), then the number of shares of Common Stock to be sold in such offering may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without being likely to have an having the adverse effect on referred to above. The reduced number of shares of Common Stock that may be registered shall be allocated in the pricecase of a Public Offering (i) initiated by the Company, timing or distribution in the following priority: first, to shares of the Common Units offered or the market for the Common Units, then the Common Units Stock proposed to be included registered for offer and sale by the Company; second, to Registrable Securities proposed to be registered by Holders as a Piggyback Registration; and third, to shares of Common Stock proposed to be registered pursuant to any demand registration rights of third parties; and (ii) initiated pursuant to the demand registration rights of third parties, in the following priority: first, to shares of Common Stock proposed to be registered pursuant to such Underwritten Offering demand registration rights of such third parties; and second, to Registrable Securities proposed to be registered by Holders as a Piggyback Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 3.3 shall include be allocated pro rata among the Holders participating in the Piggyback Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.3, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Managing Underwriter or Underwriters advise the Partnership can Holder has requested be sold without having included, such adverse effect, with such number Holder may elect to be allocated (i) first, to the Partnership, (ii) second, to Teekay and withdraw its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (from 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 Offeringregistration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of LP Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders 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 and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If In the Managing Underwriter or Underwriters case of any proposed an Underwritten Offering Offering, if the managing underwriters with respect to a Demand Registration advise the Partnership that Company in writing that, in their opinion, the total amount inclusion of the number of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units securities to be included in such Underwritten Offering underwritten offering creates a substantial risk that the price per share will be reduced, the number of securities that in the opinion of such underwriters can be sold without creating such risks shall include be allocated to the Stockholder on a pari passu basis with (i) each “Holder” (each, an “XXX Xxxxxx”) as such term is defined under the Amended and Restated Investors’ Rights Agreement, dated as of Aril 17, 2015, by and among the Company and other investors party thereto (the “Investors’ Rights Agreement”), if such Investors’ Rights Agreement is in force and effect at such time and (ii) each other holder of other securities having registration rights, on a pro rata basis based on the total number of Registrable Securities that held by the Stockholder hereunder, the total number of “Registrable Securities” (as defined in the Investors’ Rights Agreement) (the “XXX Registrable Securities”) held by such Managing Underwriter XXX Xxxxxx, and the total number of other securities held by such other holders having registration rights. Notwithstanding the foregoing, in no event will a Demand Registration pursuant to Section 2.1, Section 2.2 or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated Section 2.3 count as a Demand Registration for purposes of Section 2.3(c) unless (i) firstall Registrable Securities requested to be registered in such Demand Registration by the Stockholder are, to in fact, registered in such registration if the Partnershipoffering is not underwritten, or (ii) second, at least fifty percent (50%) of all Registrable Securities requested to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation be registered in such Underwritten Offering and any other holder of securities of Demand Registration by the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation Stockholder are, in fact, registered in such Underwritten Offering shall be registration if 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 Offeringoffering is underwritten.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (ai) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bii) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Execution Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Execution Date by all the Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Execution Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Section 3.3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the Underwriter's Maximum Number, the Parent shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering in the following order of priority: (i) First, the Parent shall be entitled to include in such Registration Statement the Parent Securities that the Parent proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter's Maximum Number. (ii) Second, the Parent shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Selling Requesting 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 pricehave, timing or distribution of the Common Units offered or the market for the Common Unitscollectively, then the Common Units requested to be included in such Underwritten Offering shall include offering, to the full extent of the remaining portion of the Underwriter's Maximum Number; provided, that if such number of Registrable Securities that such Managing Underwriter or Underwriters advise exceeds the Partnership can be sold without having such adverse effectremaining portion of the Underwriter's Maximum Number, with such number the Registrable Securities to be included in such offering shall be allocated (i) firstamong all of the Requesting Holders, in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, 14 the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (iii) Third, the Parent shall be entitled to include in such Underwritten Offering multiplied by Registration Statement that number of Parent Securities that the Parent proposes to offer and sell for the account of any other Person, to the full extent of any remaining portion of the Underwriter's Maximum Number. (bd) the fraction derived by dividing (x) the number Not a Demand Registration. No registration of Registrable Securities owned on effected under this Section 3.3 shall relieve the Closing Date by such Selling Holder by (y) the aggregate number Parent of its obligation to effect any registration 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.pursuant to Article 3. Section 3.4

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holders of securities of the Partnership having registration rights pari passu with the Purchasers’ registration rights that are described in Schedule 3.02(g) of the Purchase Agreement, and (iii) third, any other holder of securities of the Partnership (other than Teekay Partnership, including the General Partner and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders 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. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority. If Notwithstanding the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise foregoing, if the Partnership registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the total number of shares of Registrable Securities desired to be offered by the Company or Securityholders other than the Demand Holder (the "Other Sellers") together with the Registration Demand Securities of the Demand Holder exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the "Maximum Number"), then the securities proposed to be included by the Company shall be excluded from such registration before any such securities of the Demand Holder or the Other Sellers. If, and to the extent that, after exclusion of the securities proposed to be included by the Company, the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers exceeds the Maximum Number, then the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers that may be included in the underwriting shall be allocated among all Securityholders thereof, including the Demand Holder, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Securityholder; provided, however, that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units Registration Demand Securities to be included in such Underwritten Offering shall include the number underwriting is not reduced below thirty-five percent (35%) percent of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Registration Demand Securities proposed for which inclusion has been requested by the Demand Holder. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be sold in offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the effective date of 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 registration statement and, in the Underwritten Offeringevent of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of two Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of those Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of those Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of those 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.

Priority. If a registration under this Article 3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the "Underwriter's Maximum Number"), the Parent shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Parent shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter's Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Parent Securities owned on as the Closing Date by such Selling Holder by (y) Parent proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.Underwriter's Maximum Number. Section 3.3

Priority. If Other than situations described in Section 2.01 and Section 2.04 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement Agreement, and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Common Unit 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 Offering, based, for each Selling Holder and each other holder of Parity Securities, on the percentage derived by dividing (A) the number of Common Unit Registrable Securities proposed to be sold, in the aggregate, by all Selling Holders or such other holder of Parity Securities by (B) the aggregate number of Parity Common Unit Registrable Securities owned on proposed to be sold, in the Closing Date aggregate, by all Selling Holders and the holders of Parity Securities that are participating in the Underwritten OfferingSecurities.

Priority. If The Company will cause the Managing Underwriter managing underwriter or Underwriters underwriters of a proposed distribution, registered pursuant to the Securities Act, in which securities of the Company are sold to the public through one or more underwriters (an "Underwritten Offering") to permit Executive to include therein all Registrable Securities requested to be so included on the same terms and conditions as any proposed securities of the Company included therein (other than the indemnification by the Executive, which will be limited as set forth in Section 13(f)(ii) hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise advises Executive to the Partnership effect that the total amount of Registrable Securities securities that Executive and the Selling Holders and any other Persons intend Company propose to include in such offering exceeds Underwritten Offering is such as to materially and adversely affect the number that can be sold in success of such offering without being likely (such permitted number of Registrable Securities, if any, are referred to have an adverse effect on as the price, timing or distribution "Permitted Number of the Common Units offered or the market for the Common UnitsRegistrable Securities"), then the Common Units to be included Company will include in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated registration (i) first, 100% of the Common Stock that any party entitled to include shares of Common Stock in such registration under that certain Amended and Restated Registration Rights Agreement dated as of November 16, 2000 by and between the PartnershipCompany, GE Capital Equity Investments, Inc., National Broadcasting Company, Inc. and certain other parties proposes to sell, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as 100% of the date of this Agreement Common Stock that the Company proposes to sell, and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product extent 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 requested to be included in such registration which, with the Closing Date by advice of such Selling Holder by (y) managing underwriter, can be sold without having the aggregate adverse effect referred to above, the number of Registrable Securities owned which the Executive has requested to be included in such registration, such amount to be allocated pro rata among all requesting holders of securities of the Company eligible to be included in such registration statement on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus basis of the aggregate relative number of Parity Registrable Securities owned on the Closing Date then held by all holders of Parity Securities that are participating in the Underwritten Offeringeach such holder.

Priority. If in connection with an Underwritten Offering pursuant to this Section 2.03, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Preferred Stock Registration Rights Agreement or the EF Registration Rights Agreement or the Leucadia Registration Rights Agreement, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay the Selling Holders, as defined in and its Affiliates pursuant to any registration rights existing the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Preferred Stock Registration Rights Agreement and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the date of this Leucadia Registration Rights Agreement or the Preferred Stock Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thirdthereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders 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 Offeringlike manner).

Priority. If a registration under this Section 3.1 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good faith judgment advises the Partnership Company that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum Number”), the Company shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Company shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Company shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Securities owned on as the Closing Date by such Selling Holder by (y) Company proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.Underwriter’s Maximum Number. Section 3.2

Priority. If Notwithstanding the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise foregoing, if the Partnership registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the total number of shares of Registrable Securities desired to be offered by the Company or Securityholders other than the Demand Holder (the “Other Sellers”) together with the Registration Demand Securities of the Demand Holder exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the “Maximum Number”), then the securities proposed to be included by the Company shall be excluded from such registration before any such securities of the Demand Holder or the Other Sellers. If, and to the extent that, after exclusion of the securities proposed to be included by the Company, the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers exceeds the Maximum Number, then the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers that may be included in the underwriting shall be allocated among all Securityholders thereof, including the Demand Holder, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Securityholder; provided, however, that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units Registration Demand Securities to be included in such Underwritten Offering shall include the number underwriting is not reduced below thirty-five percent (35%) percent of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Registration Demand Securities proposed for which inclusion has been requested by the Demand Holder. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be sold in offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the effective date of 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 registration statement and, in the Underwritten Offeringevent of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of two Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) if in a Company initiated registration, (A) first, to the Partnership, Company and (iiB) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any the other holder holders of securities of the Partnership Common Stock (other than Teekay the Eligible Holder and its Affiliatesas otherwise already allocated in this section) having with registration rights of registration that are neither expressly senior nor subordinated entitling them to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such holders pro rata on the product basis 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 shares of Common Stock elected to be included in such offering or in such manner as they may agree and (ii) if in a registration initiated by another holder(s) with registration rights other than pursuant to this Agreement, (A) first to such other holder(s), if required pursuant to such agreement governing the Closing Date by registration rights for such Selling Holder by other holder(s) and (yB) second, to the aggregate number of Registrable Securities owned on Company, the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus and the aggregate other holders of Common Stock (other than the Eligible Holder and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such holders pro rata on the basis of the number of Parity Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree. For the Closing Date by all holders avoidance of Parity Securities that are participating doubt, the priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If Notwithstanding the Managing Underwriter foregoing, if the registration pursuant to this paragraph 2 involves an underwritten offering and the managing underwriter advises the Company or Underwriters of any proposed Underwritten Offering advise the Partnership Originating Partnerships in writing that the total amount number of Registrable Securities that shares of Common Stock or Preferred Stock desired to be offered by the Selling Holders and any Company or Stockholders other Persons intend to include in such offering than the Originating Partnership Group together with the Registration Demand Shares of the Originating Partnership Group exceeds the maximum number that can of such shares which the managing underwriter considers, in good faith, to be sold appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the "Maximum Number"), then the securities proposed to be included by Stockholders other than the Originating Partnership Group or the UBS Group (the "Other Sellers") shall be excluded from such registration before any such Shares of the Originating Partnership Group, the UBS Group or the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers, the number of securities proposed to be included by the Originating Partnership Group, the UBS Group and the Company exceeds the Maximum Number, such securities to be included on behalf of the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers and the Company, the number of such securities proposed to be included by the Originating Partnership Group and the UBS Group exceeds the Maximum Number, the Originating Partnership Group and the UBS Group shall be entitled to sell a number of shares of such securities equal to the Maximum Number and such Maximum Number shall be allocated among the Originating Partnership Exhibit B to Stockholders Agreement ----------------------------------- B-7 Group and the UBS Group, in such offering without being likely the case of shares of Common Stock, according to have an adverse effect on the price, timing or distribution Originating Partnership Group's and the UBS Group's Pro Rata share of the Common Units offered or Stock held by the market for Originating Partnership Group and the Common UnitsUBS Group, then and, in the Common Units case of shares of Preferred Stock, based on the relative aggregate redemption value of the shares of Preferred Stock held by each of the Originating Partnership Group and the UBS Group. Each of the Originating Partnership Group, the UBS Group, the Other Sellers and the Company (in the event that any securities are to be included offered by the Company) may withdraw from any demand registration pursuant to this paragraph 3 by giving written notice to the Company prior to the filing date of such registration statement and, in the event of a withdrawal by the Originating Partnership Group, such Underwritten Offering withdrawn Demand Registration shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can not be sold without having such adverse effect, with such number deemed to be allocated a Demand Registration counting against the maximum of two Demand Registrations set forth in paragraph 3(a) if (i) first, to the Partnership, Originating Partnership Group pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration or (ii) second, a registration statement with respect to Teekay and its Affiliates pursuant to any registration rights existing as of a Qualified IPO is filed by the date of this Agreement and (iii) third, pro rata among Company with the Selling Holders who have requested participation in Commission within 90 days after such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringwithdrawal.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership 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 Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay and its 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 Partnership Company (other than Teekay and its AffiliatesAffiliates 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.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership and any of its affiliates, and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested participation in such Underwritten Offering and any other holder of securities of (based, for each such Selling Holder or Other Holder, on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above percentage computed, 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) or Other Holder, on the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation in such Underwritten Offering plus Offering). As of the aggregate number date of Parity Securities owned on execution of this Agreement, there are no other Persons with Registration Rights relating to the Closing Date by all holders Common Units other than pursuant to this Agreement and Section 7.12 of Parity Securities that are participating in the Underwritten OfferingPartnership Agreement.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above allocation 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 then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If in connection with an Underwritten Offering pursuant to this Section 1.4, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Existing Registration Rights Agreements, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay the Selling Holders, as defined in and its Affiliates pursuant to any registration rights existing the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Battlecat Registration Rights Agreement, and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the date of this Leucadia Registration Rights Agreement or the Battlecat Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thirdthereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders 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 Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter for a registration involving an underwritten offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include Purchaser in such offering exceeds writing that, in its good faith judgment, the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of securities of the Common Units offered or the market for the Common UnitsPurchaser (including without limitation, then the Common Units Consideration Shares) requested to be included in such Underwritten Offering shall include registration by the holders thereof exceeds the number of Registrable Securities that such Managing Underwriter or Underwriters advise securities of the Partnership Purchaser (the "Sale Number") which can be sold without having in an orderly manner in such adverse effectoffering within a price range acceptable to the Purchaser, with such number to be allocated the Purchaser will include (ia) first, all securities of the Purchaser that the Purchaser proposes to the Partnershipregister for its own account, and (iib) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among extent that the Selling Holders who have requested participation in such Underwritten Offering and any other holder number of securities of the Partnership (other Purchaser to be included by the Purchaser is less than Teekay and its Affiliates) having rights the Sale Number, a number of registration that are neither expressly senior nor subordinated the Consideration Shares equal to the Registrable Securities number derived by multiplying (i) the “Parity Securities”). The pro rata allocations pursuant difference between the Sale Number and the securities proposed to clause be sold by the Purchaser, and (iiiii) above for each Selling Holder who has a fraction the numerator of which is the number of Consideration Shares originally requested participation in such Underwritten Offering to be registered by the Vendor, and the denominator of which shall be the product of (a) the aggregate number of Registrable Securities proposed all securities requested 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 registered by all holders of Parity Securities the Purchaser's securities (other than securities being registered by the Purchaser itself). To the extent only a portion of the Consideration Shares are included in an underwritten offering, that portion of Consideration Shares originally requested to be registered by the Vendor which are participating thus excluded from such underwritten offering and any other securities of the Purchaser held by such Vendor shall be withheld from the market by the Vendor thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines is necessary in the Underwritten Offeringorder to effect such underwritten offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) if in a Company initiated registration, (A) first, to the Partnership, Company and (iiB) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any the other holder holders of securities of the Partnership Common Stock (other than Teekay Eligible Holders and its Affiliatesas otherwise already allocated in this section) having with registration rights of registration that are neither expressly senior nor subordinated entitling them to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such holders pro rata on the product basis 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 shares of Common Stock elected to be included in such offering or in such manner as they may agree and (ii) if in a registration initiated by another holder(s) with registration rights other than pursuant to this Agreement, (A) first to such other holder(s), if required pursuant to such agreement governing the Closing Date by registration rights for such Selling Holder by other holder(s) and (yB) second, to the aggregate number of Registrable Securities owned on Company, the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus and the aggregate other holders of Common Stock (other than Eligible Holders and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such holders pro rata on the basis of the number of Parity Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree. For the Closing Date by all holders avoidance of Parity Securities that are participating doubt, the priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.