Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2015

Commission file number 1-33867

TEEKAY TANKERS LTD.

(Exact name of Registrant as specified in its charter)

4^th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ¨ No x

TEEKAY TANKERS LTD.

REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

INDEX


	PAGE
PART I: FINANCIAL INFORMATION		2

Item 1. Financial Statements		2

Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014		2

Unaudited Consolidated Balance Sheets as at September 30, 2015 and December 31, 2014		3

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014		4

Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2015		5

Notes to the Unaudited Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures about Market Risk		30

PART II: OTHER INFORMATION		31

SIGNATURES		32

TEEKAY TANKERS LTD.

September 30, 2015

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

TEEKAY TANKERS LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands of U.S. dollars, except share and per share amounts)


	Three Months Ended September 30, 2015 $			Three Months Ended September 30, 2014 $			Nine Months Ended September 30, 2015 $			Nine Months Ended September 30, 2014 $
REVENUES
Net pool revenues (note 10a)		92,022			31,648			263,510			82,329
Time charter revenues (note 10a)		19,307			19,986			40,021			62,001
Voyage charter revenues		5,502			1,836			20,327			6,214
Interest income from investment in term loans		—			—			—			9,118
Other revenues (note 3 and 14)		8,538			—			12,983			—

Total revenues		125,369			53,470			336,841			159,662

Voyage expenses (note 10a)		(2,588	)		(2,872	)		(9,967	)		(7,923	)
Vessel operating expenses (note 10a)		(33,574	)		(22,935	)		(82,216	)		(69,314	)
Time-charter hire expense (note 10a)		(22,600	)		(6,309	)		(54,396	)		(8,473	)
Depreciation and amortization		(17,399	)		(12,451	)		(46,298	)		(37,378	)
General and administrative expenses (note 10a)		(4,138	)		(2,890	)		(10,477	)		(9,245	)
Gain on sale of vessels (note 11)		—			—			—			9,955
Restructuring charges (note 14)		(327	)		—			(4,772	)		—

Income from operations		44,743			6,013			128,715			37,284

Interest expense		(3,903	)		(2,042	)		(9,343	)		(6,663	)
Interest income		28			49			67			247
Realized and unrealized (loss) gain on derivative instruments (note 6)		(1,031	)		447			(2,095	)		(1,523	)
Equity income (note 4)		2,762			1,612			8,931			4,221
Other (expense) income		(1,386	)		(217	)		(1,835	)		3,317

Net income		41,213			5,862			124,440			36,883

Per common share amounts (note 12)
- Basic earnings per share		0.31			0.07			1.02			0.44
- Diluted earnings per share		0.30			0.07			1.02			0.43
- Cash dividends declared		0.03			0.03			0.09			0.09

Weighted-average number of Class A and Class B common stock outstanding (note 12)
- Basic		134,630,768			86,429,215			121,933,274			84,584,086
- Diluted		135,174,756			86,828,810			122,504,070			84,942,563

Related party transactions (note 10)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

TEEKAY TANKERS LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. dollars)


	As at			As at
	September 30, 2015			December 31, 2014
	$			$
ASSETS
Current
Cash and cash equivalents		80,579			162,797
Restricted cash		915			—
Pool receivable from affiliates, net (note 10b)		36,114			35,254
Accounts receivable		22,653			4,178
Vessel held for sale (note 11)		10,092			—
Due from affiliates (note 10b)		39,281			42,502
Prepaid expenses		30,169			8,883

Total current assets		219,803			253,614

Vessels and equipment
At cost, less accumulated depreciation of $343.0 million (2014 - $301.6 million)		1,589,297			828,291
Investment in and advances to equity accounted investments (note 4)		81,328			73,397
Derivative asset (note 6)		5,421			4,657
Intangible assets - net (note 15)		31,464			—
Other non-current assets		14,399			5,400

Total assets		1,941,712			1,165,359

LIABILITIES AND EQUITY
Current
Accounts payable		14,243			1,899
Accrued liabilities		40,107			17,565
Current portion of long-term debt (note 5)		477,013			41,959
Current portion of derivative liabilities (note 6)		6,034			7,263
Current portion of in-process revenue contracts		2,143			—
Deferred revenue		—			637
Due to affiliates (note 10b)		4,679			10,395

Total current liabilities		544,219			79,718

Long-term debt (note 5)		545,042			614,104
Derivative liabilities (note 6)		7,657			10,962
Other long-term liabilities (note 7)		6,519			4,852

Total liabilities		1,103,437			709,636

Commitments and contingencies (note 4, 5 and 6)

Equity
Common stock and additional paid-in capital (300 million shares authorized, 129.6 million Class A and 23.2 million Class B shares issued and outstanding as of September 30, 2015 and 95.3 million Class A and 16.7 million Class B shares issued and outstanding as of December 31, 2014) (note 9)		1,071,520			802,650
Accumulated deficit		(233,245	)		(346,927	)

Total equity		838,275			455,723

Total liabilities and equity		1,941,712			1,165,359

The accompanying notes are an integral part of the unaudited consolidated financial statements.

TEEKAY TANKERS LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)


	Nine Months Ended September 30, 2015 $			Nine Months Ended September 30, 2014 $
Cash and cash equivalents provided by (used for)

OPERATING ACTIVITIES
Net income		124,440			36,883
Non-cash items:
Depreciation and amortization		46,298			37,378
Gain on sale of vessels		—			(9,955	)
Unrealized gain on derivative instruments		(5,297	)		(5,946	)
Equity income		(8,931	)		(4,221	)
Other		1,804			(1,893	)
Change in operating assets and liabilities		(30	)		(28,854	)
Expenditures for dry docking		(17,749	)		(14,760	)

Net operating cash flow		140,535			8,632

FINANCING ACTIVITIES
Proceeds from long-term debt, net of issuance costs		575,328			72,897
Repayments of long-term debt		(21,276	)		(15,275	)
Prepayment of long-term debt		(191,592	)		(162,000	)
Equity contribution from Teekay Corporation		—			1,267
Cash dividends paid		(10,519	)		(7,528	)
Proceeds from equity offerings, net of offering costs (note 9)		227,995			—

Net financing cash flow		579,936			(110,639	)

INVESTING ACTIVITIES
Proceeds from sale of vessels		—			154,000
Expenditures for vessels and equipment		(230,468	)		(1,449	)
Expenditures for Principal Maritime vessel acquisitions (note 16)		(526,021	)		—
Investment in Teekay Tanker Operations Ltd. (note 4c)		(239	)		(7,153	)
Investment in Tanker Investments Ltd. (note 4b)		—			(25,000	)
Loan repayments from equity accounted investment (note 4a)		1,000			1,150
Term loan advance recoveries		—			1,179
Acquisition of SPT, net of $0.4 million of cash assumed (note 15)		(46,961	)		—

Net investing cash flow		(802,689	)		122,727

(Decrease) increase in cash and cash equivalents		(82,218	)		20,720
Cash and cash equivalents, beginning of the period		162,797			25,646

Cash and cash equivalents, end of the period		80,579			46,366

Non-cash transaction (note 16)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

TEEKAY TANKERS LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands of U.S. dollars, except share amounts)


	Common Stock and Additional Paid-in Capital
	Thousands of Common Stock		Class A		Class B		Accumulated Deficit			Total
	#		$		$		$			$
Balance as at December 31, 2014		112,064		785,515		17,135		(346,927	)		455,723

Net income		—		—		—		124,440			124,440
Proceeds from issuance of Class A common stock (note 9)		34,025		222,970		—		—			222,970
Proceeds from issuance of Class B common stock (note 9)		6,512		—		45,500		—			45,500
Value adjustment to share issuance to Teekay Corporation for purchase of Teekay Tanker Operations Ltd.		—		—		—		(239	)		(239	)
Dividends declared		—		—		—		(10,519	)		(10,519	)
Equity-based compensation (note 9)		254		400		—		—			400

Balance as at September 30, 2015		152,855		1,008,885		62,635		(233,245	)		838,275

The accompanying notes are an integral part of the unaudited consolidated financial statements.

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

1.	Basis of Presentation

The unaudited interim consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (or GAAP). These financial statements include the accounts of Teekay Tankers Ltd. and its wholly-owned subsidiaries and equity accounted investments (collectively the Company). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements filed on Form 20-F for the year ended December 31, 2014. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting solely of a normal recurring nature, necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, and cash flows for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of those for a full fiscal year. Significant intercompany balances and transactions have been eliminated upon consolidation.

2.	Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (or ASU 2014-08), which raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined now as: (i) a component of a company or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on a company’s operations and financial results; or (ii) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. ASU 2014-08 was adopted on January 1, 2015. The impact, if any, of adopting ASU 2014-08 on the Company’s financial statements will depend on the occurrence and nature of disposals that occur after ASU 2014-08 is adopted.

In May 2014, FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (or ASU 2014-09). ASU 2014-09 will require companies to recognize revenue when they transfer promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires companies to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 and shall be applied at the Company’s option retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is not permitted. The Company is evaluating the effect of adopting this new accounting guidance.

In February 2015, the FASB issued Accounting Standards Update 2015-02, Amendments to the Consolidation Analysis (or ASU 2015-02), which eliminates the deferral of certain consolidation standards for companies considered to be investment companies, modifies the consolidation analysis performed on limited partnerships and modifies the impact of fee arrangements and related parties on the determination of the primary beneficiary of a variable interest entity. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015. ASU 2015-02 may be applied using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting company also may apply ASU 2015-02 retrospectively. The Company is evaluating the effect of adopting this new accounting guidance.

In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (or ASU 2015-03), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Deferred debt issuance costs of line-of-credit arrangements may continue to be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted and the application of this standard is to be applied on a retrospective basis. The Company is evaluating the effect of adopting this new accounting guidance.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (or ASU 2015-16) to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must now recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined, instead of retroactively adjusting prior periods. ASU 2015-16 is effective for the Company beginning January 1, 2016, however earlier application is permitted for financial statements that have not been issued. The actual impact of adoption will depend on the amount of measurement period adjustments in future periods.

3.	Segment Reporting

On July 31, 2015, the Company acquired a ship-to-ship transfer business (or SPT) from a company jointly-owned by Teekay Corporation (or Teekay) and a Norway-based marine transportation company, I.M. Skaugen SE (see note 15). Following the acquisition, the Company has two reportable segments, its conventional tanker segment and its ship-to-ship transfer segment. The Company’s conventional tanker segment consists of the operation of all of its tankers, including those employed on full service lightering contracts. The Company’s ship-to-ship transfer segment consists of the Company’s lightering support services, including those provided to the Company’s conventional tanker segment as part of full service lightering operations and other related services. Segment results are evaluated based on income from operations. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

The following table includes results for the Company’s revenue and income from vessel operations by segment for the periods presented in these financial statements.


Three Months ended September 30, 2015

	Conventional Tanker Segment			Ship-to-Ship Transfer Segment			Inter-segment Revenue⁽¹⁾			Total
Revenues		116,831			8,850			(312	)		125,369
Voyage expenses		(2,396	)		(192	)		—			(2,588	)
Vessel operating expenses		(27,471	)		(6,415	)		312			(33,574	)
Time-charter hire expense		(22,562	)		(38	)		—			(22,600	)
Depreciation and amortization		(16,755	)		(644	)		—			(17,399	)
General and administrative expenses		(3,226	)		(912	)		—			(4,138	)
Restructuring charges		—			(327	)		—			(327	)

Income from Operations⁽²⁾		44,421			322			—			44,743

Equity income		2,762			—			—			2,762


Three Months ended September 30, 2014

	Conventional Tanker Segment			Ship-to-Ship Transfer Segment			Inter-segment Revenue⁽¹⁾			Total
Revenues		53,470			—			—			53,470
Voyage expenses		(2,872	)		—			—			(2,872	)
Vessel operating expenses		(22,935	)		—			—			(22,935	)
Time-charter hire expense		(6,309	)		—			—			(6,309	)
Depreciation and amortization		(12,451	)		—			—			(12,451	)
General and administrative expenses		(2,890	)		—			—			(2,890	)

Income from Operations⁽²⁾		6,013			—			—			6,013

Equity income		1,612			—			—			1,612

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

Nine Months ended September 30, 2015


	Conventional			Ship-to-Ship
	Tanker			Transfer			Inter-segment
	Segment			Segment			Revenue⁽¹⁾			Total
Revenues		328,303			8,850			(312	)		336,841
Voyage expenses		(9,775	)		(192	)		—			(9,967	)
Vessel operating expenses		(76,113	)		(6,415	)		312			(82,216	)
Time-charter hire expense		(54,358	)		(38	)		—			(54,396	)
Depreciation and amortization		(45,654	)		(644	)		—			(46,298	)
General and administrative expenses		(9,565	)		(912	)		—			(10,477	)
Restructuring charges		(4,445	)		(327	)		—			(4,772	)

Income from Operations⁽²⁾		128,393			322			—			128,715

Equity income		8,931			—			—			8,931

Nine Months ended September 30, 2014


	Conventional			Ship-to-Ship
	Tanker			Transfer		Inter-segment
	Segment			Segment		Revenue⁽¹⁾		Total
Revenues		159,662			—		—		159,662
Voyage expenses		(7,923	)		—		—		(7,923	)
Vessel operating expenses		(69,314	)		—		—		(69,314	)
Time-charter hire expense		(8,473	)		—		—		(8,473	)
Depreciation and amortization		(37,378	)		—		—		(37,378	)
General and administrative expenses		(9,245	)		—		—		(9,245	)
Gain on sale of vessels		9,955			—		—		9,955

Income from Operations⁽²⁾		37,284			—		—		37,284

Equity income		4,221			—		—		4,221

(1)

The ship-to-ship transfer segment provides lightering support services to the conventional tanker segment for full service lightering operations and the pricing for such services is based on estimated costs incurred.

(2)

Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).

A reconciliation of total segment assets to total assets presented in the accompanying consolidated balance sheets is as follows:


	As at		As at
	September 30, 2015		December 31, 2014
	$		$
Conventional Tanker		1,807,031		998,384
Ship-to-Ship Transfer		31,449		—
Cash		80,579		162,797
Accounts receivable		22,653		4,178

Consolidated total assets		1,941,712		1,165,359

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

4.	Investments in and Advances to Equity Accounted Investments


	As at September 30, 2015		As at December 31, 2014
	$		$
High-Q Joint Venture		19,984		18,948
Tanker Investments Ltd.		41,412		36,915
Teekay Tanker Operations Ltd.		19,932		17,534

Total		81,328		73,397

The Company has a joint venture arrangement with Wah Kwong Maritime Transport Holdings Limited (or Wah Kwong), whereby the Company has a 50% economic interest in the High-Q joint venture, which is jointly controlled by the Company and Wah Kwong. The High-Q joint venture owns one Very Large Crude Carrier (or VLCC), which is trading on a fixed time charter-out contract expiring in 2018. Under this contract, the vessel earns a fixed daily rate and an additional amount if the daily rate of any sub-charter earned exceeds a certain threshold.

In March 2012, the joint venture entered into a $68.6 million loan with a financial institution. As at September 30, 2015, the loan had an outstanding balance of $55.7 million (December 31, 2014 - $60.0 million). The loan is secured by a first-priority mortgage on the VLCC owned by the joint venture and 50% of the outstanding loan balance is guaranteed by the Company. The joint venture has an interest rate swap agreement with a notional amount of $55.7 million that expires in June 2018, 50% of which is guaranteed by the Company. The interest rate swap exchanges a receipt of floating interest based on 3-months LIBOR for a payment of a fixed rate of 1.47% every three months.

In January 2014, the Company and Teekay formed Tanker Investments Ltd. (or TIL), which seeks to opportunistically acquire, operate and sell modern second-hand tankers to benefit from an expected recovery of the tanker market. In January 2014, the Company purchased 2.5 million shares of common stock for $25.0 million and received a stock purchase warrant entitling it to purchase up to 750,000 additional shares of common stock of TIL (see note 6). The stock purchase warrant is a derivative asset which had an estimated fair value of $5.4 million as at September 30, 2015. The Company also received one preferred share which entitles the Company to elect one board member of TIL. The preferred share does not give the Company a right to any dividends or distributions of TIL. The Company accounts for its investment in TIL using the equity method. In October 2014, the Company purchased an additional 0.9 million common shares of TIL on the open market. The common shares were acquired at a price of NOK 69 per share, or a purchase price of $10.0 million.

As of September 30, 2015, TIL had repurchased 0.4 million of its own shares on the open market. The common shares were repurchased at a weighted average price of NOK 105 per share, or a net purchase price of $5.6 million. As of September 30, 2015, the Company’s ownership interest in TIL was 9.40%.

In August 2014, the Company purchased from Teekay a 50% interest in Teekay Tanker Operations Ltd. (or TTOL), which owns conventional tanker commercial management and technical management operations, including direct ownership in five commercially managed tanker pools, for an aggregate price of approximately $23.7 million.

As consideration for this acquisition, the Company issued to Teekay 4.2 million shares of its Class B common stock with an approximate value of $17.0 million on the acquisition closing date. In addition, the Company reimbursed Teekay for $6.7 million of working capital it assumed from Teekay in connection with the purchase. The book value of the assets acquired, including working capital, was $16.9 million on the date of acquisition. The excess of the purchase price over the Company’s proportionate interest in the book value of the net assets acquired, which amounted to $6.8 million, is accounted for as an equity distribution to Teekay. The Company accounts for its ownership interest in TTOL using the equity method.

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

5.	Long-Term Debt


	As at September 30, 2015			As at December 31, 2014
	$			$
Revolving Credit Facilities due through 2018		432,000			508,593
Term Loans due through 2021		590,055			147,470

		1,022,055			656,063
Less current portion		(477,013	)		(41,959	)

Total		545,042			614,104

As at September 30, 2015, the Company had two revolving credit facilities (or the Revolvers), which, as at such date, provided for aggregate borrowings of up to $557.6 million, of which $125.6 million was undrawn (December 31, 2014 - $634.8 million, of which $126.2 million was undrawn). Interest payments are based on LIBOR plus margins, which, at September 30, 2015, ranged between 0.45% and 0.60% (December 31, 2014: 0.45% and 0.60%). The total amount available under the Revolvers reduces by $43.6 million (remainder of 2015), $89.1 million (2016), $395.9 million (2017) and $29.0 million (2018). As at September 30, 2015, the Revolvers were collateralized by 19 of the Company’s vessels, together with other related security. One of the Revolvers requires that the Company’s applicable subsidiary maintain a minimum hull coverage ratio of 105% of the total outstanding drawn balance for the facility period. As at September 30, 2015, this ratio was 155%. The vessel value used in this ratio is an appraised value prepared by the Company based on second-hand sale and purchase market data. A decline in the tanker market could negatively affect the ratio. In addition, one of the Revolvers requires the Company and certain of its subsidiaries to maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $35.0 million and at least 5.0% of the Company’s total consolidated debt. One of the Revolvers is guaranteed by Teekay and contains covenants that require Teekay to maintain the greater of free cash (cash and cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $50.0 million and at least 5.0% of Teekay’s total consolidated debt which has recourse to Teekay. As at September 30, 2015, the Company and Teekay were in compliance with all of their covenants in respect of the Revolvers.

As at September 30, 2015, the Company had five term loans outstanding, which totaled $590.1 million (December 31, 2014 - $147.5 million). Interest payments on the term loans are based on a combination of fixed and variable rates where fixed rates range from 4.06% to 4.90% and variable rates are based on LIBOR plus a margin. At September 30, 2015, the margins ranged from 0.30% to 2.80% (December 31, 2014 - 0.30% to 1.00%). The term loan repayments are made in quarterly or semi-annual payments and four of the term loans have balloon or bullet repayments due at maturity in 2016, 2019 and 2021. The term loans are collateralized by first-priority mortgages on 21 of the Company’s vessels, together with certain other related security. Four of the term loans require that certain specified subsidiaries of the Company maintain minimum hull coverage ratios of 120%, 130% and 135% of the total outstanding balance for the facility period. As at September 30, 2015, the loan-to-value ratios ranged from 167% to 1,017%. The vessel values used in these ratios are appraised values prepared by the Company based on second-hand sale and purchase market data. A decline in the tanker market could negatively affect the ratios. Two of the term loans are guaranteed by Teekay and contain covenants that require Teekay to maintain the greater of (a) free cash (cash and cash equivalents) of at least $100.0 million and (b) an aggregate of free cash and undrawn committed revolving credit lines with at least six months to maturity of at least 7.5% of Teekay’s total consolidated debt which has recourse to Teekay. One of the term loans is also guaranteed by Teekay and contains covenants that require Teekay to maintain the greater of (a) free cash (cash and cash equivalents) of at least $50.0 million and (b) an aggregate of free cash and undrawn committed revolving credit lines with at least six months to maturity of at least 5.0% of Teekay’s total consolidated debt which has recourse to Teekay. In addition, two of the term loans require the Company and certain of its subsidiaries to maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $35.0 million and at least 5.0% of the Company’s total consolidated debt. As at September 30, 2015, the Company and Teekay were in compliance with all of their covenants in respect of these term loans.

The Company and certain other subsidiaries of Teekay are borrowers under one term loan arrangement and one revolving credit facility as described above. Under these arrangements, each of the borrowers is obligated on a joint and several basis. For accounting purposes, obligations resulting from long-term debt joint and several liability arrangements are measured at the sum of the amount the Company agreed to pay, on the basis of its arrangement with its co-obligor, and any additional amount the Company expects to pay on behalf of its co-obligor. As of September 30, 2015, the term loan arrangement had an outstanding balance of $179.4 million, of which $87.4 million was the Company’s share. As of September 30, 2015, the revolving credit facility had an outstanding balance of $85.3 million, of which $35.0 million was the Company’s share. The Company does not expect to pay any amount on behalf of its co-obligors. Teekay has agreed to indemnify the Company in respect of any losses and expenses arising from any breach by co-obligors of the terms and conditions of the term loan or revolving credit facility.

The weighted-average effective interest rate on the Company’s long-term debt as at September 30, 2015 was 1.6% (December 31, 2014 – 1.1%). This rate does not reflect the effect of the Company’s interest rate swap agreements (see note 6).

The aggregate annual long-term principal repayments required to be made by the Company under the Revolvers and term loans subsequent to September 30, 2015 are $18.1 million (remaining 2015), $469.8 million (2016), $415.3 million (2017), $53.2 million (2018) and $23.2 million (2019) and $42.5 million (thereafter).

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

6.	Derivative Instruments

The Company uses derivatives in accordance with its overall risk management policies. The Company enters into interest rate swap agreements which exchange a receipt of floating interest for a payment of fixed interest to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. The Company has not designated, for accounting purposes, its interest rate swaps as cash flow hedges of its U.S. Dollar LIBOR-denominated borrowings.

Realized and unrealized gains or losses relating to the Company’s interest rate swaps have been reported in realized and unrealized gain (loss) on derivative instruments in the consolidated statements of income. During the three and nine months ended September 30, 2015, the Company recognized realized losses of $2.5 million and $7.4 million, respectively, and unrealized gains of $1.6 million and $4.6 million, respectively, relating to its interest rate swaps. During the three and nine months ended September 30, 2014, the Company recognized realized losses of $2.5 million and $7.5 million, respectively, and unrealized gains of $3.4 million and $5.8 million, respectively, relating to its interest rate swaps.

The following summarizes the Company’s interest rate swap positions as at September 30, 2015:


	Interest Rate Index	Notional Amount $		Fair Value / Carrying Amount of Asset (Liability) $			Remaining Term (years)	Fixed Interest Rate (%)⁽¹⁾
LIBOR-Based Debt:
U.S. Dollar-denominated interest rate swap	USD LIBOR 6M		200,000		(4,009	)	1.0	2.61
U.S. Dollar-denominated interest rate swap	USD LIBOR 3M		100,000		(9,682	)	2.0	5.55

(1)

Excludes the margin the Company pays on its variable-rate debt, which, as of September 30, 2015, ranged from 0.30% to 2.80%.

The Company is potentially exposed to credit loss in the event of non-performance by the counterparty to the interest rate swap agreements in the event that the fair value results in an asset being recorded. In order to minimize counterparty risk, the Company only enters into interest rate swap agreements with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time transactions are entered into.

The Company has a stock purchase warrant entitling it to purchase up to 750,000 shares of common stock of TIL at a fixed price of $10 per share. Alternatively, if the shares of TIL’s common stock trade on a national securities exchange or an over-the-counter market denominated in Norwegian Kroner, the Company may also exercise the stock purchase warrant at 61.67 Norwegian Kroner (or NOK) per share. The stock purchase warrant expires on January 23, 2019. For purposes of vesting, the stock purchase warrant is divided into four equally sized tranches. If the shares of TIL’s common stock trade on a national securities exchange or an over-the-counter market denominated in Norwegian Kroner, each tranche will vest and become exercisable when and if the fair market value of a share of the TIL common stock equals or exceeds 77.08 NOK, 92.50 NOK, 107.91 NOK and 123.33 NOK, respectively, for such tranche for any ten consecutive trading days, subject to certain trading value requirements. As at September 30, 2015, the fair value of the stock purchase warrant was $5.4 million, which is reflected as a derivative asset on the Company’s consolidated balance sheet. The stock purchase warrant had an initial value of $3.4 million on issuance in January 2014 and such amount is reflected in the other income (expenses) in the Company’s 2014 consolidated statements of income. During the three and nine months ended September 30, 2015, the Company recognized an unrealized loss of $0.1 million and an unrealized gain of $0.7 million, respectively, relating to the changes in the value of the warrant, compared to an unrealized loss of $0.5 million and an unrealized gain of $0.1 million for the same periods in the prior year. Unrealized gains and losses are reflected in realized and unrealized (loss) gain on derivative instruments in the Company’s consolidated statements of income.

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

7.	Other Long-Term Liabilities

The Company recognizes freight tax expense in other (expense) income in its consolidated statements of income. The Company does not presently anticipate its uncertain tax positions will significantly increase or decrease in the next 12 months; however, actual developments could differ from those currently expected.

The following is a roll-forward of the Company’s freight tax expense which is recorded in its consolidated balance sheet in other long-term liabilities:


	As at September 30, 2015 $		As at September 30, 2014 $
Balance at the beginning of the period		4,852		5,351
Freight tax expense		1,667		208

Balance at the end of the period		6,519		5,559

8.	Financial Instruments

Fair Value Measurements

For a description of how the Company estimates fair value and for a description of the fair value hierarchy levels, see Note 11 to the Company’s audited consolidated financial statements filed with its Annual Report on the Form 20-F for the year ended December 31, 2014.

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis as well as the estimated fair value of the Company’s financial instruments that are not accounted for at the fair value on a recurring basis.


		September 30, 2015						December 31, 2014
	Fair Value Hierarchy Level	Carrying Amount Asset / (Liability) $			Fair Value Asset / (Liability) $			Carrying Amount Asset / (Liability) $			Fair Value Asset / (Liability) $
Recurring:
Cash and cash equivalents and restricted cash	Level 1		81,494			81,494			162,797			162,797
Derivative instruments
Interest rate swap agreements	Level 2		(13,691	)		(13,691	)		(18,225	)		(18,225	)
Stock purchase warrant	Level 3		5,421			5,421			4,657			4,657

Other:
Advances to equity accounted investments	Note (1)		13,980			Note	(1)		14,980			Note	(1)
Long-term debt, including current portion	Level 2		(1,022,055	)		(994,231	)		(656,063	)		(617,761	)

(1)

The advances to equity accounted investments together with the Company’s investments in the equity accounted investments form the net aggregate carrying value of the Company’s interests in the equity accounted investments in these consolidated financial statements. The fair values of the individual components of such aggregate interests as at September 30, 2015 and December 31, 2014 were not determinable.

Changes in fair value during the three and nine months ended September 30, 2015 and 2014 for the Company’s derivative instrument, the TIL stock purchase warrant, which is described below and is measured at fair value on the recurring basis using significant unobservable inputs (Level 3), are as follows:


	Three Months Ended						Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015		September 30, 2014
	$			$			$		$
Fair value at the beginning of the period		5,526			4,026			4,657		—
Fair value on issuance		—			—			—		3,420
Unrealized (loss) gain included in earnings		(105	)		(458	)		764		148

Fair value at the end of the period		5,421			3,568			5,421		3,568

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

During January 2014, the Company received a stock purchase warrant entitling it to purchase up to 750,000 shares of the common stock of TIL (see note 6). The estimated fair value of the stock purchase warrant was determined using a Monte-Carlo simulation and is based, in part, on the historical price of common shares of TIL, the risk-free interest rate, vesting conditions and the historical volatility of comparable companies. The estimated fair value of the stock purchase warrant as of September 30, 2015 is based on the historical volatility of comparable companies of 53.65%. A higher or lower volatility would result in a higher or lower fair value of this derivative asset.

Financing Receivables

The following table contains a summary of the Company’s financing receivables by type and the method by which the Company monitors the credit quality of its financing receivables on a quarterly basis.

Class of Financing Receivable

Credit Quality Indicator

Grade

September 30, 2015
$

December 31, 2014
$

Advances to equity accounted investments

Other internal metrics

Performing

13,980

14,980

13,980

14,980

9.	Capital Stock and Stock-Based Compensation

The authorized capital stock of the Company at September 30, 2015 and December 31, 2014 was 100,000,000 shares of preferred stock, with a par value of $0.01 per share, 200,000,000 shares of Class A common stock, with a par value of $0.01 per share, and 100,000,000 shares of Class B common stock, with a par value of $0.01 per share. A share of Class A common stock entitles the holder to one vote per share while a share of Class B common stock entitles the holder to five votes per share, subject to a 49% aggregate Class B common stock voting power maximum. As of September 30, 2015, the Company had 129.6 million shares of Class A common stock (December 31, 2014 – 95.3 million), 23.2 million shares of Class B common stock (December 31, 2014 – 16.7 million) and no shares of preferred stock (December 31, 2014 – nil) issued and outstanding.

In January 2015, the Company issued 3.0 million shares of its Class A common stock for net proceeds of $13.7 million upon the exercise by the underwriters of their options to purchase additional shares in connection with the Company’s December 2014 public offering. In March 2015 and April 2015, a total of 38,961 shares and 12,987 shares of Class A common stock with aggregate values of $0.2 million and $0.1 million, respectively, were granted to the Company’s non-management directors as part of their annual compensation for 2015. These shares of Class A common stock were issued from the 4,000,000 shares of Class A common stock reserved under the Teekay Tankers Ltd. 2007 Long-Term Incentive Plan and distributed to the directors.

In June 2015, the Company implemented a continuous offering program (or COP) under which the Company may issue new common stock at market prices up to a maximum aggregate amount of $80.0 million. During the three and nine months ended September 30, 2015, the Company sold approximately 6.3 million and approximately 11.3 million shares, respectively, of Class A common stock under the COP for net proceeds of $40.9 million and $78.2 million, respectively.

In July 2015, the Company issued to Teekay approximately 6.5 million shares of its Class B common stock at a subscription price of approximately $6.99 per share in order to finance the acquisition of the SPT (see note 15).

In August and September 2015, the Company issued approximately 6.1 million shares of its Class A common stock with share value of $40.5 million as part of the purchase price of 10 modern Suezmax tankers which were acquired and delivered during the quarter (see note 16).

In August 2015, the Company issued approximately 9.1 million shares of its Class A common stock in a registered offering to a group of institutional investors at a price of $6.65 per share. The Company concurrently issued approximately 4.5 million shares of Class A common stock to Teekay also at a price of $6.65 per share. The Company used the $90.6 million of net proceeds from the issuances of these shares to partially finance the acquisition of the 12 modern Suezmax vessels from Principal Maritime Tankers Corporation (or Principal Maritime) (see note 16).

The Company also grants stock options and restricted stock units as incentive-based compensation under the Teekay Tankers Ltd. 2007 Long-Term Incentive Plan to certain non-management directors of the Company and to certain employees of Teekay subsidiaries that provide services to the Company. The Company measures the cost of such awards using the grant date fair value of the award and recognizes that cost, net of estimated forfeitures, over the requisite service period. The requisite service period consists of the period from the grant date of the award to the earlier of the date of vesting or the date the recipient becomes eligible for retirement. For stock-based compensation awards subject to graded vesting, the Company calculates the value for the award as if it was one single award with one expected life and amortizes the calculated expense for the entire award on a straight-line basis over the requisite service period. The compensation cost of the Company‘s stock-based compensation awards is reflected in general and administrative expenses in the Company’s consolidated statements of income.

During March 2015, the Company granted 58,434 stock options with an exercise price of $5.39 per share to an officer of the Company. Each stock option granted in March 2015 has a ten-year term and vests equally over three years from the grant date.

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

The weighted-average fair value of the stock options granted during March 2015 was $1.97 per option, estimated on the grant date using the Black-Scholes option pricing model. The following assumptions were used in computing the fair value of the stock options granted: expected volatility of 49.0%; expected life of five years; dividend yield of 2.09%; and risk-free interest rate of 1.38%. The expected life of the stock options granted was estimated using the historical exercise behavior of employees of Teekay that receive stock options from Teekay. The expected volatility was based on historical volatility as calculated using historical data during the five years prior to the grant date.

During March 2015, the Company also granted 187,746 restricted stock units to the officers of the Company and certain employees of Teekay subsidiaries that provide services to the Company with an aggregate fair value of $1.0 million. Each restricted stock unit is equal to one share of the Company’s common stock plus reinvested distributions from the grant date to the vesting date. The restricted stock units vest equally over three years from the grant date. Any portion of a restricted stock unit award that is not vested on the date of the recipient’s termination of service is cancelled, unless their termination arises as a result of the recipient’s retirement and, in this case, the restricted stock unit award will continue to vest in accordance with the vesting schedule. Upon vesting, the value of the restricted stock unit awards, net of withholding taxes, is paid to each recipient in the form of common stock.

During the three and nine months ended September 30, 2015, the Company recorded $0.3 million and $1.3 million, respectively, of expenses related to the restricted stock units and stock options. During the nine months ended September 30, 2015, a total of 351,096 restricted stock units with a market value of $2.3 million vested and was paid to the grantees by issuing 201,564 shares of Class A common stock, net of withholding taxes.

10.

Related Party Transactions

Teekay and its wholly-owned subsidiary Teekay Tankers Management Services Ltd., which is the Company’s manager (or the Manager), provide commercial, technical, strategic and administrative services to the Company. In addition, certain of the Company’s vessels participate in pooling arrangements that are managed in whole or in part by subsidiaries of Teekay (collectively, the Pool Managers). For additional information about these arrangements, please read “Item 7 – Major Shareholders and Related Party Transactions – Related Party Transactions” in our Annual Report on Form 20-F for the year ended December 31, 2014. Amounts received and paid by the Company for such related party transactions for the periods indicated were as follows:


	Three Months Ended						Nine Months Ended
	September 30, 2015 $			September 30, 2014 $			September 30, 2015 $			September 30, 2014 $
Time-charter revenues⁽ⁱ⁾		—			3,754			—			11,056
Pool management fees and commissions⁽ⁱⁱ⁾		(2,630	)		(1,273	)		(7,490	)		(3,354	)
Commercial management fees⁽ⁱⁱⁱ⁾		(385	)		(299	)		(827	)		(878	)
Vessel operating expenses - technical management fee^(iv)		(1,687	)		(1,389	)		(4,843	)		(4,230	)
Strategic and administrative service fees		(1,594	)		(1,903	)		(5,313	)		(6,538	)
Time-charter hire expense^(v)		(608	)		—			(608	)		—

(i)

The Company chartered-out the Pinnacle Spirit and the Summit Spirit to Teekay under fixed-rate time-charter contracts, which expired in November and December of 2014, respectively.

(ii)

The Company’s share of the Pool Managers’ fees that are reflected as a reduction to net pool revenues from affiliates on the Company’s consolidated statements of income.

(iii)

The Manager’s commercial management fees for vessels on time-charter out contracts and spot-traded vessels not included in the pool, which are reflected in voyage expenses on the Company’s consolidated statements of income.

(iv)

The cost of ship management services provided by the Manager are presented as vessel operating expenses.

(v)

The Company chartered-in the SPT Explorer from Teekay which commenced in September 2015.

The Manager and other subsidiaries of Teekay collect revenues and remit payments for expenses incurred by the Company’s vessels. Such amounts, which are presented on the Company’s consolidated balance sheets in due from affiliates or due to affiliates, are without interest or stated terms of repayment. The amounts owing from the Pool Managers for monthly distributions are reflected in the consolidated balance sheets as pool receivables from affiliates, are without interest and are repayable upon the terms contained within the applicable pool agreement. The Company had also advanced $38.5 million and $36.2 million as at September 30, 2015 and December 31, 2014, respectively, to the Pool Managers for working capital purposes. These amounts, which are reflected in the consolidated balance sheets in due from affiliates, are without interest and are repayable when applicable vessels leave the pools.

On August 1, 2014, the Company purchased from Teekay a 50% interest in TTOL, which owns conventional tanker commercial management and technical management operations, including the direct ownership in three commercially managed tanker pools, for an aggregate price of approximately $23.7 million, including $6.7 million in net working capital (see note 4c).

On July 31, 2015, the Company acquired SPT (see note 15).

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

11.

Sale of Vessels and Vessel Held for Sale

Vessel Held for Sale

During the three months ended September 30, 2015, the Company classified a conventional tanker, the Mahanadi Spirit, as held for sale on its consolidated balance sheet, as a result of the expected sale of the vessel. As of September 30, 2015, the estimated fair market value of the vessel was in excess of its carrying value.

Sale of Vessels

In May 2014, the Company sold two wholly-owned subsidiaries, each of which owned one VLCC, to TIL for aggregate proceeds of $154.0 million plus related working capital at closing of $1.7 million. The Company used $152.0 million of the sale proceeds to prepay one of the Company’s revolving credit facilities and the remainder of the proceeds was used for general corporate purposes.

The Company recognized a $10.0 million gain on the sale of the two subsidiaries to TIL in the three months ended June 30, 2014, which is reflected in the Company’s consolidated statements of income.

12.

Earnings Per Share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common stock outstanding during the period using the treasury stock method. The components of basic and diluted earnings per share are as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2015 $		September 30, 2014 $		September 30, 2015 $		September 30, 2014 $
Net income		41,213		5,862		124,440		36,883

Weighted average number of common shares - basic		134,630,768		86,429,215		121,933,274		84,584,086

Dilutive effect of stock-based awards		543,988		399,595		570,796		358,477

Weighted average number of common shares - diluted		135,174,756		86,828,810		122,504,070		84,942,563

Earnings per common share:
- Basic		0.31		0.07		1.02		0.44
- Diluted		0.30		0.07		1.02		0.43

Stock-based awards, which have an anti-dilutive effect on the calculation of diluted earnings per common share, are excluded from this calculation. For the three and nine months ended September 30, 2015, options to acquire 58,434 shares of the Company’s Class A common stock had an anti-dilutive effect on the calculation of diluted earnings per common share.

13.

Shipbuilding Contracts

On April 8, 2013, the Company entered into agreements with STX Offshore & Shipbuilding Co., Ltd (or STX) of South Korea to construct four, fuel-efficient 113,000 dead-weight tonne Long Range 2 (or LR2) product tanker newbuildings plus options to order up to an additional 12 vessels. The payment of the Company’s first shipyard installment was contingent on the Company receiving acceptable refund guarantees for the shipyard installment payments. In May 2013, STX commenced a voluntary financial restructuring with its lenders, and as a result, STX’s refund guarantee applications were temporarily suspended. In October and November 2013, the Company exercised its options to order eight additional newbuildings, in aggregate, under option agreements relating to the original STX LR2 shipbuilding agreements signed in April 2013. STX did not produce shipbuilding contracts within the specified timeframe of the option declarations and informed the Company that there was no prospect of the refund guarantees being provided under any of the firm or option agreements. Therefore, STX is in breach of the option agreements. In December 2013, the Company terminated the newbuilding agreements and in February 2014, the Company terminated the option agreements. In February 2014, the Company commenced a legal action against STX for damages. In November 2014, the Company placed $0.6 million in an escrow account as cash security pending the resolution of this matter. These funds are classified as cash and cash equivalents in the Company’s consolidated balance sheet as of September 30, 2015 and December 31, 2014.

14.

Restructuring Charges

During the three months ended September 30, 2015, the Company incurred $0.3 million of restructuring costs related to severance payments made in relation to the acquisition of the ship-to-ship business (see note 15). During the nine months ended September 30, 2015, the Company incurred $4.7 million of restructuring charges, of which $4.4 million related to the termination of the employment of certain seafarers upon the expiration of a time-charter out contract. This $4.4 million termination charge was recovered from the customer and is reflected in other revenues on the consolidated statements of income.

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

At September 30, 2015, no amounts of restructuring liabilities were owed to seafarers and no amounts of receivables were recoverable from the customer.

15.

Acquisition of Ship-to-Ship Transfer Business

On July 31, 2015, the Company acquired SPT from a company jointly-owned by Teekay and a Norway-based marine transportation company, I.M. Skaugen SE, for a cash purchase price of $47.3 million (including $1.8 million for working capital). To finance this acquisition, Teekay subscribed for approximately 6.5 million shares of the Company’s Class B common stock at a subscription price of approximately $6.99 per share. SPT provides a full suite of ship-to-ship transfer services in the oil, gas and dry bulk industries. In addition to full service lightering and lightering support, it also provides consultancy, terminal management and project development services. This acquisition establishes the Company as a leading global company in the ship-to-ship transfer business, which is expected to increase the Company’s fee-based revenue and its overall fleet utilization. SPT owns and operates a fleet of six ship-to-ship support vessels and has one chartered-in Aframax tanker.

The acquisition of SPT was accounted for using the purchase method of accounting, based upon preliminary estimates of fair value.

The following table summarizes the preliminary estimates of fair values of the SPT assets acquired and liabilities assumed by the Company on the acquisition date. The Company is continuing to obtain information to finalize estimated fair value of the SPT assets acquired and liabilities assumed and expects to complete this process as soon as practicable, but no later than one year from the acquisition date.


	As at
	July 31, 2015
	$
ASSETS
Cash, cash equivalents and short-term restricted cash		1,292
Accounts receivable		10,332
Prepaid expenses and other current assets		3,763
Vessels and equipment		6,475
Other assets		143
Intangible assets subject to amortization		32,259

Total assets acquired		54,264

Accounts payable		(3,650	)
Accrued liabilities		(3,276	)

Total liabilities assumed		(6,926	)

Net assets acquired		47,338

Operating results of SPT are reflected in the Company’s financial statements commencing July 31, 2015, the effective date of acquisition. For the three and nine months ended September 30, 2015, the Company recognized $13.4 million of revenues and $0.4 million of net income resulting from this acquisition. The following table provides comparative summarized consolidated pro forma financial information for the Company for the nine months ended September 30, 2015 and 2014, giving effect to the Company’s acquisition of SPT as if it had taken place on January 1, 2014:


	Pro Forma Nine months ended September 30, 2015		Pro Forma Nine months ended September 30, 2014
Revenues		377,099		205,690
Net Income		123,638		36,486
Earnings per common share:
Basic		0.97		0.40
Diluted		0.97		0.40

TEEKAY TANKERS LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

Intangible Assets

As part of the SPT acquisition, the Company assumed a time charter-in contract for the SPT Explorer, which expires in January 2018 and a time charter-in charter for the Navigator Spirit, whose term is from August 2016 to March 2018, which are both a part of the Company’s conventional tanker segment. In addition, the Company has a practice of establishing customer relationships through contracts, although such contracts are generally short-term in nature for the ship-to-ship transfer business. The Company has ascribed value to the customer relationships assumed as part of the acquisition of the ship-to-ship transfer business. The Company amortizes the value of such finite-lived intangible assets over their estimated useful lives, based on remaining contract length for the time charter-in contracts and based on a historical customer attrition rate for the customer relationship intangible assets. Intangible assets are assessed for impairment when and if impairment indicators exist. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

As at September 30, 2015, the Company’s intangible assets consisted of:


	Straight line Amortization Period (Years)		Gross Carrying Amount $		Accumulated Amortization $			Net Carrying Amount $
Time-charter contract		0.7		1,380		(307	)		1,073
Customer relationships		10.0		30,879		(488	)		30,391

				32,259		(795	)		31,464

Aggregate amortization expense of intangible assets for the three and nine months ended September 30, 2015 was $0.8 million, which is included in depreciation and amortization.

16.

Acquisition of Assets

Principal Maritime Tankers

In August 2015, the Company agreed to acquire 12 modern Suezmax tankers from Principal Maritime. As of September 30, 2015, 10 of the vessels had been delivered for a total purchase price of $556.1 million, consisting of $515.6 million in cash and approximately 6.1 million shares of the Company’s Class A common stock which were directly issued to Principal Maritime and which are treated as a non-cash transaction in the statements of cash flow. The value of these shares was approximately $40.5 million. The remaining two vessels were delivered in October 2015 for a total purchase price of $105.2 million, consisting of $96.4 million in cash and approximately 1.1 million shares of the Company’s Class A common stock which were directly issued to Principal Maritime. The value of these shares was approximately $8.8 million. During August 2015, the Company placed into an escrow account a deposit of $10.4 million for the two vessels acquired in October 2015. This deposit is included in other non-current assets on the Company’s consolidated balance sheet as of September 30, 2015.

To finance the cash portion of the acquisition price, the Company secured a $397.2 million loan facility maturing January 29, 2016, of which $334.6 million was drawn as of September 30, 2015. In addition, during the three months ended September 30, 2015, the Company issued approximately 13.6 million shares of its Class A common stock for net proceeds of $90.6 million, including approximately 4.5 million shares which were issued to Teekay (see note 9). The Company financed the remainder of the cash purchase price with existing liquidity.

17.

Subsequent Events

In October 2015, the Company took delivery of the remaining two modern Suezmax tankers, the Tokyo Spirit and the Sydney Spirit, from Principal Maritime for an aggregate purchase price of $105.2 million, consisting of $96.4 million in cash and approximately 1.1 million shares of the Company’s Class A common stock with a value of $8.8 million. Upon delivery, the Tokyo Spirit entered drydock in October 2015, whereas the Sydney Spirit is operating on a fixed-rate time-charter contract with an external party which expires in December 2015.

In October 2015, the Company entered into an agreement to sell a 2000-built conventional tanker, the Mahanadi Spirit, for gross proceeds of $11.2 million. This vessel is classified as held for sale on the consolidated balance sheet as of September 30, 2015, with a net book value of $10.1 million. The transaction is expected to be completed in late-November 2015.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying notes contained in Item 1 – Financial Statements of this Report on Form 6-K and with our audited consolidated financial statements contained in Item 18 – Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 5 – Operating and Financial Review and Prospects of our Annual Report on Form 20-F for the year ended December 31, 2014.

General

Our business is primarily to own and operate crude oil and product tankers and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters to reduce downside risks. As at September 30, 2015, our fleet consisted of 62 vessels, including 13 in-chartered vessels and one 50%-owned Very Large Crude Carrier (or VLCC). The following table summarizes our fleet as at September 30, 2015:


	Owned Vessels ⁽¹⁾		Chartered-in Vessels		Total
Fixed-rate:
Suezmax Tankers		3		—		3
Aframax Tankers		7		—		7
LR2 Product Tanker⁽²⁾		—		1		1
VLCC Tanker⁽³⁾		1		—		1

Total Fixed-Rate Fleet⁽⁴⁾		11		1		12

Spot-rate:
Suezmax Tankers		17		—		17
Aframax Tankers⁽⁵⁾		5		10		15
LR2 Product Tankers⁽²⁾		7		2		9
MR Product Tankers⁽⁶⁾		3		—		3

Total Spot Fleet⁽⁷⁾		32		12		44

STS Support Vessels		6		—		6

Total Teekay Tankers Fleet		49		13		62

1.	Vessels owned by Tanker Investments Ltd. (or TIL), in which we have a minority equity interest are excluded from the fleet list.

2.	Long Range 2 (or LR2) product tankers. Three LR2 tankers are currently time-chartered in for periods from 12 to 24 months, with two ending in 2016 and one ending in 2017; one of these contracts has an option to extend.

3.	VLCC owned through a 50/50 joint venture.

4.	Two time-charter out contracts are scheduled to expire in 2015, five in 2016, three in 2017 and two in 2018.

Ten Aframax tankers are currently time-chartered in for periods from 12 to 33 months, with two of these periods ending during 2015, five in 2016, two in 2017 and one in 2018; some of these contracts include options to extend at escalating rates. Two of the in-chartered tankers traded on voyage charters, with one novated in-chartered contract acquired from SPT during the quarter.

6.	Medium Range (or MR) product tankers.

A total of 26 of our owned vessels and ten of our in-chartered vessels operated in the spot market in pooling arrangements, a majority of which are managed in whole or in part by subsidiaries of Teekay Corporation (or Teekay). As at September 30, 2015, the five vessel class pooling arrangements in which we participate were comprised of a total of 31 Suezmax tankers, 35 modern Aframax tankers, 5 Aframax tankers over 15-years-old, 16 LR2 tankers and 42 MR tankers, respectively, including vessels owned by other pool members.

Significant Developments in 2015

Suezmax Fleet Acquisition

In August 2015, we agreed to acquire 12 modern Suezmax tankers from Principal Maritime Tankers Corporation (or Principal Maritime) for an aggregate purchase price of $661.3 million, consisting of $612.0 million in cash and approximately 7.2 million shares of our Class A common stock. As of September 30, 2015, 10 of the vessels have been delivered and the remaining two vessels delivered in October 2015. Nine of the vessels are trading in the spot tanker market and the remaining three vessels are trading under short-term fixed rate contracts. To finance the acquisition, in August 2015, we secured a $397.2 million loan facility maturing January 29, 2016, issued approximately 13.6 million shares of Class A common stock for net proceeds of $90.6 million, of which approximately 4.5 million shares were issued to Teekay, and we financed the remainder of purchase price with existing liquidity.

Acquisition of Ship-to-Ship Transfer Business

On July 31, 2015, we acquired the ship-to-ship transfer business (or SPT) from a company jointly owned by Teekay and a Norway-based marine transportation company, I.M. Skaugen SE, for an aggregate purchase price of approximately $47.3 million (including $1.8 million for working capital). SPT provides a full suite of ship-to-ship transfer services in the oil, gas and dry bulk industries. In addition to full service lightering and lightering support, it also provides consultancy, terminal management and project development services. SPT owns a fleet of six STS support vessels and has one in-chartered Aframax tanker. In connection with the SPT acquisition, on July 31, 2015, we issued approximately 6.5 million shares of Class B common stock to Teekay, for net proceeds of $45.5 million. These shares of Class B common stock were priced at $6.99 per share.

Time Chartered-out Vessels

In July 2015, we entered into time charter-out contracts for one LR2 product tanker and two Suezmax tankers. The LR2 product tanker has a time charter-out contract with a daily rate of $26,000 and a firm contract period of 22 months. The two Suezmax tankers have time charter-out contracts with daily rates of $32,906 and firm contract periods of 24 months. In April 2015, we entered into a time charter-out contract for one Aframax vessel, at a daily rate of $24,000 and a firm contract period of 12 months.

In August 2015, an existing time charter-out contract of an Aframax tanker was renewed at a daily rate of $24,900 for an additional firm contract period of 36 months.

Continuous Offering Program

In June 2015, we implemented a continuous offering program (or COP) under which we may issue shares of our Class A common stock at market prices up to a maximum aggregate amount of $80.0 million. We sold approximately 6.3 million and 11.3 million shares under the COP during the three and nine months ended September 30, 2015 for net proceeds of $40.9 million and $78.2 million, respectively.

In November 2015, we entered into an equity distribution agreement and filed a prospectus supplement with the SEC through which we may, from time to time, issue Class A common stock with an aggregate offering price of up to $80 million, in addition to amounts described above, through Evercore Group L.L.C. (or Evercore), as sale agent. Sales of Class A common stock, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange, in block transactions, or as otherwise agreed to between us and Evercore. We are under no obligation to issue Class A common stock under the equity distribution agreement. We intend to use the net proceeds from sales under this COP for general corporate purposes, which may include, among other things, repaying a portion of our outstanding indebtedness and funding future working capital requirements, capital expenditures or vessel acquisitions.

Additional Time Chartered-in Vessels

During the nine months ended September 30, 2015, we entered into new in-charter contracts for one Aframax tankers and one LR2 product tanker. The Aframax tanker was delivered in April 2015 and the LR2 tanker was delivered to us in May 2015. In addition, in connection with the acquisition of SPT on July 31, 2015, we assumed an in-chartered contract for one Aframax tanker. These contracts bring our total number of time chartered-in vessels to 13 as of September 30, 2015 and increase our exposure to the spot tanker market.

New Loan Facilities

In August 2015, we secured a new loan facility of $397.2 million which matures on January 29, 2016. The loan facility is secured by the 12 modern Suezmax tankers we acquired from Principal Maritime and has a variable interest rate of LIBOR plus a margin of 2.25%. Repayments are to be made in two equal quarterly installments of $10.0 million with a balloon repayment due at maturity.

In January 2015, we secured a new loan facility of $126.6 million which matures on January 29, 2016. The loan facility is secured by the four LR2 product tankers and one Aframax tanker we acquired during the quarter ended March 31, 2015, and has a variable interest rate of LIBOR plus a margin of 2.50% to 2.80%. Repayments are to be made in four equal quarterly installments of $3.0 million with a balloon repayment due at maturity.

Results of Operations

There are a number of factors that should be considered when evaluating our historical financial performance and assessing our future prospects, and we use a variety of financial and operational terms and concepts when analyzing our results of operations. These can be found in Item 5 - Operating and Financial Review and Prospects in our Annual Report on Form 20-F for the year ended December 31, 2014.

In accordance with GAAP, we report gross revenues in our consolidated statements of income and include voyage expenses among our operating expenses. However, ship-owners base economic decisions regarding the deployment of their vessels upon anticipated “time-charter equivalent” (or TCE) rates, which represent net revenues (or revenue less voyage expenses) divided by revenue days, and industry analysts typically measure bulk shipping freight rates in terms of TCE rates. This is because under time-charter out contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Accordingly, the discussion of revenue below focuses on net revenues and TCE rates where applicable.

We manage our business and analyze and report our results of operations on the basis of two reportable segments: the conventional tanker segment and the ship-to-ship transfer segment, each of which are discussed below. Please read “Item 1 – Financial Statements: Note 3 – Segment Reporting.”

Conventional Tankers Segment

Our conventional tanker segment consists of conventional crude oil and product tankers that (i) are subject to long-term, fixed-rate time-charter contracts (which have an original term of one year or more), (ii) operate in the spot tanker market, or (iii) are subject to time-charters that are priced on a spot market basis or are short-term, fixed-rate contracts (which have an original term of less than one year).

Ship-to-ship Transfer Segment

Our ship-to-ship transfer segment consists of our lightering support services, including those services provided to our conventional tanker segment as part of full service lightering operations and other related services. Our results for the three and nine months ended September 30, 2015 include two months of operations of this segment, from the date of our acquisition of SPT on July 31, 2015.

Three and Nine Months Ended September 30, 2015 versus Three and Nine Months Ended September 30, 2014

The following table presents our operating results for the three and nine months ended September 30, 2015 and September 30, 2014, and compares net revenues, a non-GAAP financial measure, for those periods to revenues, the most directly comparable GAAP financial measure:


	Conventional Tankers						Ship-to-ship Transfer					Total
	Three Months Ended September 30,
(in thousands of U.S. dollars)	2015			2014			2015			2014		2015			2014
Revenues⁽¹⁾		116,831			53,470			8,538			—		125,369			53,470
Interest income from investment in term loans		—			—			—			—		—			—
Less: Voyage expenses		(2,396	)		(2,872	)		(192	)		—		(2,588	)		(2,872	)

Net revenues		114,435			50,598			8,346			—		122,781			50,598

Vessel operating expenses⁽¹⁾		(27,159	)		(22,935	)		(6,415	)		—		(33,574	)		(22,935	)
Time-charter hire expense		(22,562	)		(6,309	)		(38	)		—		(22,600	)		(6,309	)
Depreciation and amortization		(16,755	)		(12,451	)		(644	)		—		(17,399	)		(12,451	)
General and administrative expenses		(3,226	)		(2,890	)		(912	)		—		(4,138	)		(2,890	)
Gain on sale of vessels		—			—			—			—		—			—
Restructuring charges		—			—			(327	)		—		(327	)		—

Income from operations		44,733			6,013			10			—		44,743			6,013

Equity income		2,762			1,612			—			—		2,762			1,612


	Conventional Tankers						Ship-to-ship Transfer					Total
	Nine Months Ended September 30,
(in thousands of U.S. dollars)	2015			2014			2015			2014		2015			2014
Revenues⁽¹⁾		328,303			150,544			8,538			—		336,841			150,544
Interest income from investment in term loans		—			9,118			—			—		—			9,118
Less: Voyage expenses		(9,775	)		(7,923	)		(192	)		—		(9,967	)		(7,923	)

Net revenues		318,528			151,739			8,346			—		326,874			151,739

Vessel operating expenses⁽¹⁾		(75,801	)		(69,314	)		(6,415	)		—		(82,216	)		(69,314	)
Time-charter hire expense		(54,358	)		(8,473	)		(38	)		—		(54,396	)		(8,473	)
Depreciation and amortization		(45,654	)		(37,378	)		(644	)		—		(46,298	)		(37,378	)
General and administrative expenses		(9,565	)		(9,245	)		(912	)		—		(10,477	)		(9,245	)
Gain on sale of vessels		—			9,955			—			—		—			9,955
Restructuring charges		(4,445	)		—			(327	)		—		(4,772	)		—

Income from operations		128,705			37,284			10			—		128,715			37,284

Equity income		8,931			4,221			—			—		8,931			4,221

(1)	Excludes $0.3 million of revenues for the three and nine months ended September 30, 2015 relating to lightering support services which the ship-to-ship transfer segment provided to the conventional tanker segment for full service lightering operations.

Tanker Market

While crude tanker spot rates softened in August and September as refineries undertook scheduled seasonal maintenance, they have remained strong relative to historical third quarter average rates. Rates for the third quarter of 2015 were the highest third quarter rates since 2008. The strength in the crude tanker market is due to various factors, including:

•

Positive tanker supply fundamentals, as fleet growth remains below historical averages;

•

Ongoing commercial and strategic stockpiling in both OECD and non-OECD countries due to low oil prices;

•

High refinery throughput, as refiners take advantage of positive margins due to low global oil prices;

•

Increased earnings, as bunker fuel prices remain low due to low global oil prices; and

•

High crude oil supply from OPEC.

Crude tanker rates at the beginning of the fourth quarter have strengthened since the end of the third quarter of 2015. We expect that crude tanker rates will remain firm through the remainder of the fourth quarter and into the first quarter of 2016, largely due to the factors highlighted above and the potential for weather-related and port delays.

LR2 tanker rates in 2015 are averaging the highest levels since 2008, supported by record high refinery throughput as well as the full ramping up of new Middle Eastern and Asian refineries, which increased demand for LR2 tankers. However, rates softened towards the end of the third quarter as refinery maintenance coincided with large increases to onshore distillates storage volumes. In the fourth quarter, there is potential for increased LR2 demand driven by intermittent and localized short-term floating storage requirements as onshore distillate tanks space is increasingly limited.

The global tanker fleet grew by 13.8 million deadweight tonnes (mdwt), or 2.7%, in the first nine months of 2015. The global Suezmax fleet grew by nine vessels, or 1.8%, while the uncoated Aframax fleet grew by only one vessel, or 0.2%. During the same period, the LR2 fleet grew by 25 vessels, or 9.7%.

In October 2015, the International Monetary Fund (IMF) reduced its outlook for 2015 global economic growth to 3.1%, down 0.2% from its July 2015 forecast. This represents a 0.3% decrease from global economic growth of 3.4% in 2014, according to the IMF. Based on an average of forecasts from the International Energy Agency, the EIA and OPEC, global oil demand is forecast to grow by 1.5 million barrels per day (mb/d) in 2015, and by a further 1.3 mb/d in 2016.

The outlook for crude spot tanker rates is expected to remain firm during the fourth quarter of 2015 and into 2016 based on a combination of low fleet growth and an increase in long-haul tanker demand as more crude oil moves from the Atlantic Basin to the Pacific Basin. In addition, low oil prices are expected to continue to provide support for tanker demand during the fourth quarter of 2015 and into 2016.

Fleet and TCE Rates

As at September 30, 2015, we owned 42 double-hulled conventional oil and product tankers and we time-chartered in ten Aframax and three LR2 vessels from third parties. We also owned a 50% interest in one VLCC which results are included in equity income.


	Three Months Ended September 30, 2015						Three Months Ended September 30, 2014
	Net Revenues^(1) (2) (in thousands)		Revenue Days		Average TCE per Revenue Day		Net Revenues⁽³⁾ (in thousands)		Revenue Days		Average TCE per Revenue Day
Voyage-charter contracts - Suezmax	$	28,429		818	$	34,774	$	15,436		730	$	21,134
Voyage-charter contracts - Aframax	$	34,628		1,177	$	29,417	$	7,227		371	$	19,466
Voyage-charter contracts - LR2	$	25,929		773	$	33,555	$	8,804		511	$	17,232
Voyage-charter contracts - MR	$	6,560		276	$	23,782	$	2,013		151	$	13,365
Voyage-charter contracts - VLCC		—		—		—		—		—		—
Time-charter out contracts - Suezmax	$	4,462		133	$	33,646	$	3,749		184	$	20,373
Time-charter out contracts - Aframax	$	12,539		642	$	19,528	$	12,445		697	$	17,848
Time-charter out contracts - LR2	$	2,114		83	$	25,515		—		—		—
Time-charter out contracts - MR		—		—		—	$	3,373		92	$	36,666

Total	$	114,661		3,902	$	29,386	$	53,047		2,736	$	19,392

(1)	Excludes a total of $3.0 million in pool management fees and commissions payable for commercial management for our vessels and $1.1 million in off-hire bunker and other expenses.

(2)	Excludes $12.2 million of full service lightering and lightering support services for the three months ended September 30, 2015.

(3)	Excludes a total of $1.7 million in pool management fees and commissions payable for commercial management for our vessels and $0.8 million in off-hire bunker and other expenses.


	Nine Months Ended September 30, 2015						Nine Months Ended September 30, 2014
	Net Revenues⁽¹⁾⁽²⁾ (in thousands)		Revenue Days		Average TCE per Revenue Day		Net Revenues⁽²⁾⁽³⁾ (in thousands)		Revenue Days		Average TCE per Revenue Day
Voyage-charter contracts - Suezmax	$	98,366		2,606	$	37,743	$	46,360		2,142	$	21,642
Voyage-charter contracts - Aframax	$	99,646		3,387	$	29,418	$	17,350		903	$	19,209
Voyage-charter contracts - LR2	$	68,048		2,323	$	29,295	$	16,200		1,054	$	15,372
Voyage-charter contracts - MR	$	15,855		727	$	21,796	$	6,547		513	$	12,772
Voyage-charter contracts - VLCC		—		—		—	$	1,323		96	$	13,805
Time-charter out contracts - Suezmax	$	4,462		133	$	33,646	$	11,075		546	$	20,283
Time-charter out contracts - Aframax	$	30,994		1,655	$	18,733	$	40,147		2,270	$	17,680
Time-charter out contracts - LR2	$	2,114		83	$	25,515		—		—		—
Time-charter out contracts - MR	$	1,970		50	$	39,036	$	9,735		273	$	35,661

Total	$	321,455		10,964	$	29,318	$	148,737		7,797	$	19,073

(1)	Excludes a total of $8.6 million in pool management fees and commissions payable for commercial management for our vessels and $2.6 million in off-hire bunker and other expenses.

(2)

Excludes $12.2 million of full service lightering and lightering support services for the nine months ended September 30, 2015, $4.4 million of crew redundancy costs recovery from one of our customers for the nine months ended September 30, 2015 and interest income from investment in term loans of $9.1 million for the nine months ended September 30, 2014.

(3)	Excludes a total of $4.6 million in pool management fees and commissions payable for commercial management of our vessels and $1.6 million in off-hire bunker and other expenses.

Net Revenues. Net revenues were $122.8 million and $326.9 million for the three and nine months ended September 30, 2015, respectively, compared to $50.6 million and $151.7 million, respectively, for the same periods in the prior year. The increases were primarily due to:

•

net increases of $31.7 million and $94.9 million for the three and nine months ended September 30, 2015 primarily due to the addition of 10 newly acquired and delivered Suezmax tankers, four of which have commenced voyages during the third quarter of this year, the addition of the one Aframax tanker and four LR2 product tankers we acquired during the first quarter of 2015 and the addition of six Aframax tankers and one LR2 product tanker that we in-chartered at various times since the third quarter of 2014, partially offset by the addition of two VLCCs in March 2014 that were subsequently sold to TIL in May 2014;

•

an increase of $12.2 million for the three and nine months ended September 30, 2015 due to the acquisition of SPT during the third quarter of 2015, of which $3.9 million is related to full service lightering operations that are included as part of our conventional tanker segment;

•

increases of $10.0 million and $34.2 million for the three and nine months ended September 30, 2015, respectively, due to higher average realized rates earned by our Suezmax tankers;

•

increases of $8.3 million and $15.6 million for the three and nine months ended September 30, 2015, respectively, due to higher average realized rates earned by our LR2 product tankers;

•

increases of $5.4 million and $10.9 million for the three and nine months ended September 30, 2015, respectively, due to higher average realized rates earned by our Aframax tankers;

•

an increase of $4.4 million for the nine months ended September 30, 2015, due to redundancy cost for the Australian seafarers that were recovered from the customer upon expiration of a time-charter out contract of a MR product tanker;

•

net increases of $2.6 million and $12.8 million for the three and nine months ended September 30, 2015, respectively, due to various vessels changing employment between fixed-rate charters and spot voyage charters;

•

a net increase of $1.9 million for the three months ended September 30, 2015, due to less drydocking days during the three months ended September 30, 2015 compared to the same period in the prior year; and

•

increases of $1.6 million and $4.4 million for the three and nine months ended September 30, 2015, respectively, due to higher average realized rates earned by our MR product tankers;

partially offset by

•

a decrease of $9.1 million for the nine months ended September 30, 2015, due to the interest income we recognized on our investments in term loans in March 2014;

•

decreases of $1.3 million and $4.0 million for the three and nine months ended September 30, 2015, respectively, due to higher pool management fees and commissions; and

•

a net decrease of $1.0 million for the nine months ended September 30, 2015, due to more off-hire days in the first half of 2015 resulting from unscheduled repairs required for an Aframax tanker from an incident that occurred during late 2014, which was partially offset by fewer drydocking days during the nine months ended September 30, 2015 compared to the same period in the prior year.

Vessel Operating Expenses. Vessel operating expenses were $33.6 million and $82.2 million for the three and nine months ended September 30, 2015, respectively, compared to $22.9 million and $69.3 million, respectively, for the same periods in the prior year. The change in vessel operating expenses was primarily due to:

•

an increase of $6.0 million for the three and nine months ended September 30, 2015 due to additional expenditures directly linked to the ship-to-ship business acquired during the quarter;

•

increases of $4.6 million and $9.2 million for the three and nine months ended September 30, 2015, respectively, due to the addition of the 10 modern Suezmax tankers, one Aframax tanker and four LR2 product tankers that we acquired during the first and third quarters of 2015;

•

net increases of $0.9 million and $2.5 million for the three and nine months ended September 30, 2015, respectively, relating to the timing and extent of planned vessel maintenance and repairs;

•

increases of $0.7 million and $1.0 million for the three and nine months ended September 30, 2015, respectively, due to higher ship management fees relating to the 15 vessels and the ship-to-ship transfer business acquired during the first and third quarters of 2015; and

•

an increase of $0.6 million for the nine months ended September 30, 2015, due to higher fleet overhead costs due to the timing of crew training initiatives;

partially offset by

•

decreases of $1.5 million and $4.3 million for the three and nine months ended September 30, 2015, respectively, due to lower crewing costs resulting from a change in the nationality of crew on a MR product tanker during the first quarter of 2015;

•

a decrease of $1.0 million for the nine months ended September 30, 2015, relating to the operating expenses incurred by two VLCCs, which joined our fleet on March 21, 2014 and were subsequently sold to TIL on May 9, 2014; and

•

a decrease of $1.0 million for the nine months ended September 30, 2015 due to repairs on a Suezmax tanker which was incurred during the first nine months of 2014.

Time-charter Hire Expense. Time-charter hire expense increased to $22.6 million and $54.4 million for the three and nine months ended September 30, 2015, respectively, compared to $6.3 million and $8.5 million, respectively, for the same periods in the prior year. This is primarily due to the addition of seven Aframax tankers and one LR2 product tanker that we in-chartered during the last quarter of 2014 and the nine months of 2015, including an in-chartered contract we acquired in connection with our acquisition of SPT during the quarter ended September 30, 2015, and higher time charter rates due to profit sharing components and options we exercised to extend the in-charter contracts, at higher rates, associated with one Aframax tanker and one LR2 product tanker. This is partially offset by a decrease as a result of two previously in-chartered LR2 product tankers which were acquired in February 2015.

Depreciation and Amortization. Depreciation and amortization expense was $17.4 million and $46.3 million for the three and nine months ended September 30, 2015, respectively, compared to $12.5 million and $37.4 million, respectively, for the same periods in the prior year. The increases primarily relate to the addition of the 10 modern Suezmax tankers, one Aframax tanker and four LR2 product tankers we acquired during the first and third quarters of 2015 and the acquisition of the ship-to-ship transfer business during the third quarter of 2015. Amortization related to dry-docking expenditures also increased during the first nine months of 2015 due to more vessels dry-docking in 2015.

General and Administrative Expenses. General and administrative expenses were $4.1 million and $10.5 million for the three and nine months ended September 30, 2015, respectively, compared to $2.9 million and $9.2 million, respectively, for the same periods in the prior year. The increases primarily are the result of:

•

an increase of $1.3 million for the three and nine months ended September 30, 2015 due to additional general and administrative expenses related to the new ship-to-ship transfer business acquired during the quarter;

•

increases of $0.6 million and $1.3 million for the three and nine months ended September 30, 2015, respectively, as a result of higher corporate expenses incurred during 2015 primarily as a result of legal expenses related to the STX arbitration (please read Item 1 – Financial Statements: Note 13 – Shipbuilding Contracts); and

•

an increase $0.3 million for the nine months ended September 30, 2015 due to increased stock-based compensation granted to our Board of Directors, one of our officers and to certain employees of Teekay subsidiaries that provided services to us;

partially offset by

•

decreases of $0.7 million and $1.6 million for the three and nine months ended September 30, 2015, respectively, due to lower administrative, strategic management, and other fees incurred.

Gain on Sale of Vessels. In May 2014, we sold to TIL two wholly-owned subsidiaries, each of which owns one VLCC, for aggregate proceeds of $154.0 million plus related working capital on closing. We recognized a $10.0 million gain on this transaction for the nine months ended September 30, 2014.

Restructuring Charges. Restructuring charges were $0.3 million and $4.7 million for the three and nine months ended September 30, 2015, respectively, compared to nil for the same periods in the prior year. The increases are primarily due to severance payments made in relation to the acquisition of the ship-to-ship transfer business acquired on July 31, 2015 and crew redundancy costs due to the change in nationality of crew on one of our vessels which we recovered from one of our customers for the nine months ended September 30, 2015.

Equity Income.


	Three Months Ended					Nine Months Ended
	September 30, 2015		September 30, 2014			September 30, 2015		September 30, 2014
	$		$			$		$
High-Q Joint Venture		663		844			2,036		1,773
Tanker Investments Ltd.		1,083		(60	)		4,497		(434	)
Dilution gain in respect of the Initial Public Offering of Tanker Investments Ltd.		—		—			—		2,054
Teekay Tanker Operations Ltd.		1,016		828			2,398		828

Total equity income		2,762		1,612			8,931		4,221

Equity income was $2.8 million and $8.9 million for the three and nine months ended September 30, 2015, respectively, compared to equity income of $1.6 million and $4.2 million, respectively, for the same periods in the prior year. The increases were primarily due to:

•

increases of $1.1 million and $4.9 million for the three and nine months ended September 30, 2015, respectively, primarily due to higher equity earnings from TIL resulting from overall higher realized spot rates earned, higher voyage days due to various vessels delivered to TIL, and an increase in our ownership in TIL from 9.29% to 9.40% during the three and nine months ended September 30, 2015;

•

increases of $0.2 million and $1.6 million for the three and nine months ended September 30, 2015, respectively, primarily due to higher equity earnings from our 50% interest in Teekay Tankers Operations Ltd. (TTOL), which we acquired in August 2014; and

•

an increase of $0.3 million for the nine months ended September 30, 2015 primarily due higher equity earnings from our High-Q joint venture;

partially offset by

•

a decrease of $2.1 million for the nine months ended September 30, 2015 primarily due to a dilution gain as a result of our reduced ownership interest in TIL from TIL’s share issuance completed as part of its initial public offering in March 2014; and

•

a decrease of $0.2 million for the three months ended September 30, 2015 primarily due to lower equity earnings from our High-Q joint venture.

In late October 2015, TTOL, a 50% owner in the Gemini Tankers commercial Suezmax pool, reached an agreement with the other owner to dissolve this pooling arrangement. Both parties have agreed to conduct new chartering operations for their respective vessels under their own chartering teams after November 6, 2015, while any existing voyages as of this date will continue to be managed within the Gemini pool until their completion. Upon completing voyages under the Gemini pool, TTOL intends to commercially manage Suezmax vessels under a new revenue sharing arrangement (Suezmax RSA).

Please refer to Item 1 – Financial Statements: Note 4 – Investments in and Advances to Equity Accounted Investments.

The High-Q joint venture has an interest rate swap agreement which exchanges a receipt of floating interest for a payment of fixed interest to reduce the joint venture’s exposure to interest rate variability on its outstanding floating rate debt. Our proportionate share of realized and unrealized gains or losses relating to this instrument has been included in the equity income from the High-Q joint venture.

Other Operating Results

The following table compares our other operating results for the three and nine months ended September 30, 2015 and 2014:


	Three Months Ended						Nine Months Ended
(in thousands of U.S. dollars)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Interest expense		(3,903	)		(2,042	)		(9,343	)		(6,663	)
Interest income		28			49			67			247
Realized and unrealized (loss) gain on derivative instruments		(1,031	)		447			(2,095	)		(1,523	)
Other (expense) income		(1,386	)		(217	)		(1,835	)		3,317

Interest Expense. Interest expense was $3.9 million and $9.3 million for the three and nine months ended September 30, 2015, respectively, compared to $2.0 million and $6.7 million, respectively, for the same periods in the prior year. The increases in interest expense were primarily due to additional interest incurred from two new term loan facilities which were drawn during the first and third quarters of 2015 to finance the acquisition of 10 modern Suezmax tankers from Principal Maritime in the third quarter of 2015 and one Aframax tanker and four LR2 product tankers that we acquired during the first quarter of 2015.

Realized and Unrealized Gains and Losses on Derivative Instruments. Realized and unrealized losses on interest rate swaps were $0.9 million and $2.8 million for the three and nine months ended September 30, 2015, respectively, compared to a realized and unrealized gain of $0.9 million and a loss of $1.7 million, respectively, for the same periods in the prior year. As at September 30, 2015, we had interest rate swap agreements with aggregate average outstanding notional amounts of $300.0 million and with a weighted-average fixed rate of 3.6%.

The changes in the fair value of the interest rate swaps resulted in unrealized gains of $1.6 million and $4.6 million for the three and nine months ended September 30, 2015, respectively, compared to unrealized gains of $3.4 million and $5.8 million, respectively, for the same periods in the prior year, and were primarily due to increases in long-term benchmark interest rates.

In addition to interest rate swaps, we have a stock purchase warrant entitling us to purchase up to 750,000 shares of common stock of TIL. The stock purchase warrant had a fair value of $5.4 million as at September 30, 2015 and we recognized an unrealized loss of $0.1 million and an unrealized gain of $0.7 million in the three and nine months ended September 30, 2015, respectively, compared to an unrealized loss of $0.5 million and an unrealized gain of $0.1 million for the same periods in the prior year. Please refer to Item 1 – Financial Statements: Note 6 – Derivative Instruments.

Other (Expense) Income. Other expense was $1.4 million and $1.8 million for the three and nine months ended September 30, 2015, respectively, compared to other expense of $0.2 million and other income of $3.3 million, respectively, for the same periods in the prior year. The increase in other expense for the three months ended September 30, 2015 is primarily due to an increase in our estimate of freight tax expense as a result of the trading patterns of our fleet and increases in freight rates. The increase of other expense for the nine months ended September 30, 2015 is primarily due to higher freight taxes accrued in 2015 in addition to a gain of $3.4 million which was recognized upon receipt of the TIL stock purchase warrant in the nine months ended September 30, 2014.

Liquidity and Capital Resources

Liquidity and Cash Needs

Our primary sources of liquidity are cash and cash equivalents, cash flows provided by our operations, our undrawn credit facilities, proceeds from the sale of vessels, and capital raised through financing transactions. As at September 30, 2015, our total consolidated cash and cash equivalents was $80.6 million, compared to $162.8 million at December 31, 2014. Our cash balance as at September 30, 2015 decreased primarily as a result of our acquisition of fifteen vessels in 2015 for a total purchase price of $786.4 million (consisting of $745.9 million in cash and approximately 6.1 million shares of our Class A common stock valued at $40.5 million) and our acquisition of SPT for a total purchase price of $47.3 million. This was partially offset by proceeds from the two new loan facilities in an aggregate amount of $523.8 million, net proceeds of $90.6 million related to the issuance of our Class A common stock to partially fund the acquisition of 10 modern Suezmax tankers, net proceeds of $78.2 million related to the issuance of our Class A common stock under our continuous offering program (or COP), net proceeds of $45.5 million related to the issuance of our Class B common stock to Teekay to fund the acquisition of the SPT business, and additional net proceeds of $13.7 million from the issuance of shares of our Class A common stock in January 2015 upon the exercise by the underwriters of their option to purchase additional shares in connection with our December 2014 public offering.

Our total consolidated liquidity, including cash and undrawn credit facilities, was $206.2 million as at September 30, 2015, compared to $289.0 million as at December 31, 2014. We anticipate that our primary sources of funds for our short-term liquidity needs will be cash flows from operations, existing cash and cash equivalents and undrawn long-term borrowings, which we believe will be sufficient to meet our existing liquidity needs for at least the next 12 months.

Our short-term liquidity requirements are for the payment of operating expenses, dry-docking expenditures, debt servicing costs, dividends on our shares of common stock, scheduled repayments of long-term debt, as well as funding our other working capital requirements. Our short-term charters and spot market tanker operations contribute to the volatility of our net operating cash flow, and thus our ability to generate sufficient cash flows to meet our short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in-charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. Through December 31, 2012, we distributed the majority of our cash flow to shareholders through a full payout dividend policy, subject to certain reserves determined by our Board of Directors. Our Board of Directors modified our dividend policy, and commencing in the first quarter of 2013, we have paid a fixed quarterly dividend of $0.03 per share on our common stock, which is reviewed from time to time by our Board of Directors.

Our long-term capital needs are primarily for capital expenditures and debt repayment. Generally, we expect that our long-term sources of funds will be cash balances, long-term bank borrowings and other debt or equity financings, which includes equity issuances from our COP. We expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and expansion capital expenditures, including opportunities we may pursue to purchase additional vessels from Teekay or third parties.

Our primary revolving credit facility is repayable in full in November 2017. As of September 30, 2015, the facility had an outstanding balance of $397.0 million. Immediately preceding its maturity in November 2017, the maximum amount available under the facility will be $349.4 million.

In addition, we have two loan facilities that mature in late January 2016, which as at September 30, 2015, had a total outstanding balance of $455.3 million. These facilities were entered into to partially finance our 2015 vessel acquisitions.

We have entered discussions with lenders on refinancing our debt portfolio with the expectation that it will be completed by early 2016. This may result in an increase in the interest rate we pay on amounts borrowed under the facility.

Our revolving credit facilities and term loans are described in Note 5 to our interim consolidated financial statements included in Item 1 – Financial Statements of this Report. Our revolving credit facilities and term loans contain covenants and other restrictions that we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. In the future, some of the covenants and restrictions in our financing agreements could restrict the use of cash generated by ship-owning subsidiaries in a manner that could adversely affect our ability to pay dividends on our common stock. However, we currently do not expect that these covenants will have such an effect. Our revolving credit facilities and term loans require us to maintain financial covenants. Should we not meet these financial covenants, the lender may declare our obligations under the agreements immediately due and payable and terminate any further loan commitments, which would significantly affect our short-term liquidity requirements. As at September 30, 2015, we and Teekay were in compliance with all covenants relating to our revolving credit facilities and term loans.

Cash Flows

The following table summarizes our sources and uses of cash for the periods presented:


	Nine Months Ended
	September 30, 2015			September 30, 2014
	(in thousands of U.S. dollars)			(in thousands of U.S. dollars)
Net cash flow provided by operating activities		140,535			8,632
Net cash flow provided by (used for) financing activities		579,936			(110,639	)
Net cash flow (used for) provided by investing activities		(802,689	)		122,727

Operating Cash Flows

Net cash flow provided by operating activities primarily reflects fluctuations as a result of changes in vessel utilization and realized TCE rates, changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, and vessel additions and dispositions. Our exposure to the spot tanker market has contributed significantly to fluctuations in operating cash flows historically as a result of highly cyclical spot tanker rates.

Net cash flow provided by operating activities increased by $131.9 million for the nine months ended September 30, 2015, compared to the same period in 2014. This increase was primarily due to the following:

•

an increase of $106.1 million in operating earnings primarily as a result of an increase in our fleet size (due to the acquisition of 10 modern Suezmax tankers, four LR2 product tankers and one Aframax tanker and the chartering-in of an additional eight vessels) and increases in the average rates earned by our fleet; and

•

an increase of $28.8 million in operating cash flows due to the timing of the settlement of operating assets and liabilities;

partially offset by:

•

a decrease of $3.0 million in operating cash flows relating to higher dry-docking costs incurred in the nine months ended September 30, 2015, compared to the same period in 2014.

Financing Cash Flows

Net cash flow provided by financing activities in the nine months ended September 30, 2015 increased by $690.6 million compared to the same period in 2014 primarily as a result of the following:

•

a net increase of $466.8 million in proceeds from additional borrowings, including a new term loan facility of $397.2 million to finance the acquisition of 12 modern Suezmax tankers and a new term loan facility of $126.6 million to finance the acquisition of four LR2 product tankers and one Aframax tanker, net of repayments on our term loans and revolving credit facilities; and

•

a net increase of $228.0 million in proceeds related to equity offerings, including an additional 19.7 million shares of Class A common stock issued to Teekay Corporation and a group of institutional investors to partially fund the acquisition of 12 Principal Maritime vessels of which 10 were delivered during the quarter, an additional 11.3 million shares of Class A common stock issued under our COP, an additional 6.5 million shares of Class B common stock issued to Teekay Corporation in order to finance the acquisition of SPT, and an additional 3.0 million Class A common stock issued in January 2015;

partially offset by:

•

an increase of $3.0 million of additional cash dividends paid during the nine months ended September 30, 2015, due to the increase in the number of our shares of outstanding Class A and Class B common stock due to issuances of our stock in 2014 and 2015; and

•

an increase of $1.3 million related to an equity contribution from Teekay to indemnify the costs required to repair the Kaveri Spirit during the three months ended March 31, 2014.

Investing Cash Flows

Net cash flow used for investing activities in the nine months ended September 30, 2015 increased by $925.4 million compared to the same period in 2014 primarily due to the following:

•

an increase of $526.0 million in cash outflows related to the acquisition of 10 Suezmax tankers from Principal Maritime during the third quarter of 2015;

•

an increase of $229.0 million in cash outflows related to the acquisition of four LR2 product tankers and one Aframax tanker in the first quarter of 2015 and other capital expenditures;

•

a decrease in cash inflows of $154.0 million related to gross proceeds from the sale of two wholly-owned subsidiaries, each of which owned one VLCC, to TIL in May of 2014; and

•

an increase of $47.0 million in cash outflows related to the acquisition of SPT during the third quarter of 2015;

partially offset by

•

a decrease of $25.0 million in cash outflows related to our investment in TIL in January 2014; and

•

a decrease of $6.9 million in cash outflows related to our investment in TTOL in August 2014.

Contractual Obligations and Contingencies

The following table summarizes our long-term contractual obligations as at September 30, 2015:


(in millions of U.S. dollars)	Total		Remainder of 2015		2016 and 2017		2018 and 2019		Beyond 2020
Long-term debt⁽¹⁾		1,022.1		18.1		885.1		76.4		42.5
In-Chartered vessels (operating leases)⁽²⁾		74.2		21.8		52.4		—		—

Total		1,096.3		39.9		937.5		76.4		42.5

(1)

Excludes expected interest payments of $4.6 million (remaining in 2015), $10.5 million (2016 and 2017), $1.7 million (2018 and 2019) and $0.7 million (beyond 2020). Expected interest payments are based on the existing interest rates for fixed-rate loans that range from 4.06% to 4.90% and existing interest rates for variable-rate loans at LIBOR plus margins that range from 0.30% to 2.80% at September 30, 2015. The expected interest payments do not reflect the effect of related interest rate swaps that we have used to hedge certain of our floating-rate debt.

(2)

Excludes payments required if we execute all options to extend the terms of in-chartered leases signed as of September 30, 2015. If we exercise all options to extend the terms of these in-chartered leases, we would expect total payments of $22.4 million (remaining in 2015), $79.1 million (2016 and 2017) and $8.4 million (2018).

Critical Accounting Estimates

We prepare our financial statements in accordance with GAAP, which require us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties are discussed in this section and Item 5 – Operating and Financial Review and Prospects in our Annual Report on Form 20-F for the year ended December 31, 2014. There have been no significant changes to these estimates and assumptions in the nine months ended September 30, 2015.

FORWARD-LOOKING STATEMENTS

This Report on Form 6-K for the three and nine months ended September 30, 2015 contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and our operations, performance and financial condition, including, in particular, statements regarding:

•

the timing and certainty of our future growth prospects and opportunities, including future vessel acquisitions;

•

our financial position and ability to take advantage of growth opportunities in the global conventional tanker market;

•

the crude oil and refined product tanker market fundamentals, including the balance of supply and demand in the tanker market, estimated growth in the world tanker fleet, estimated growth in global oil demand and crude oil tanker demand, changes in long-haul crude tanker movements, tanker fleet utilization and spot tanker rates;

•

the expected delivery dates for in-chartered and out-chartered tankers;

•

expected contract commencement and termination dates;

•

future oil prices, production and refinery capacity;

•

tanker fleet utilization, including our ability to secure new fixed-rate time-charter out agreements;

•

the effectiveness of our chartering strategy in capturing upside opportunities and reducing downside risks, including our ability to take advantage of a tanker market recovery;

•

our ability to generate surplus cash flow and pay dividends from our existing vessel fleet or from potential vessel acquisitions;

•

the sufficiency of working capital for short-term liquidity requirements;

•

our compliance with, and the effect on our business and operating results of, covenants under our term loans and credit facilities and our ability to refinance our credit facility due in 2017;

•

planned capital expenditures and the ability to fund capital expenditures;

•

the effect on our business of our acquisition of an ownership interest in TTOL, future growth in the number of vessels under management, and the expected future effect on our financial results;

•

the impact of the Principal Maritime vessel and SPT acquisitions on the Company and fleet utilization;

•

the ability of TIL to benefit from the cyclical tanker market;

•

our expected refinancing of borrowings under our primary revolving credit facility and other long-term indebtedness, including the timing and outcome thereof;

•

our expectations regarding payments made on behalf of our co-obligors in connection with the loan arrangements in which certain other subsidiaries of Teekay are also borrowers;

•

continued material variations in the period-to-period fair value of our derivative instruments; and

•

our hedging activities relating to foreign exchange, interest rate and spot market risks.

Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe”, “anticipate”, “expect”, “estimate”, “project”, “will be”, “will continue”, “will likely result”, or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements, which involve risks and uncertainties. Important factors that could cause actual results to differ materially include, but are not limited to: spot market rate fluctuations; changes in the production of or demand for oil; changes in trading patterns significantly affecting overall vessel tonnage requirements; greater or lower than expected levels of tanker scrapping; greater or lower anticipated levels of vessel newbuilding orders; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; the potential for early termination of short- or medium-term contracts and our potential inability to renew or replace short- or medium- term contracts; our potential inability to implement our growth strategy; competitive factors in the markets in which we operate; loss of any customer, time-charter or vessel; our potential inability to raise financing to purchase additional vessels; changes in interest rates and the capital markets; future issuances of our common stock; changes in our costs, such as the cost of crews, dry-docking expenses and associated off-hire days; dry docking delays; the willingness of lenders to refinance our existing indebtedness and the cost and timing thereof; our ability to successfully complete and integrate recent acquisitions, continue productive employment of the acquired vessels and to operate the acquired businesses profitability; increased costs; and other factors detailed from time to time in our periodic reports filed with the SEC, including our Annual Report on Form 20-F for the year ended December 31, 2014. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

TEEKAY TANKERS LTD.

SEPTEMBER 30, 2015

PART I – FINANCIAL INFORMATION

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from foreign currency fluctuations, changes in interest rates, changes in spot tanker market rates and changes in the stock price of TIL. We have not used foreign currency forward contracts to manage foreign currency fluctuation, but we may do so in the future. We use interest rate swaps to manage interest rate risks. We do not use foreign currency forward contracts or interest rate swaps for trading or speculative purposes.

Foreign Currency Fluctuation Risk

Our primary economic environment is the international shipping market. This market utilizes the U.S. dollar as its functional currency. Consequently, virtually all our revenues and the majority of our operating costs are in U.S. dollars. We incur certain voyage expenses, vessel operating expenses, dry-docking expenditures and general and administrative expenses in foreign currencies, the most significant of which are the Euro, Canadian Dollar and British Pound. As at September 30, 2015, we had not entered into forward contracts as a hedge against changes in foreign exchange rates.

Interest Rate Risk

We are exposed to the impact of interest rate changes primarily through our borrowings that require us to make interest payments based on LIBOR. Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to repay debt. We use interest rate swaps to reduce our exposure to changes in interest rates. Generally our approach is to hedge a substantial majority of our floating-rate debt.

In order to minimize counterparty risk, we only enter into derivative transactions with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time of the transactions. In addition, to the extent possible and practical, interest rate swaps are entered into with different counterparties to reduce concentration risk.

The table below provides information about our financial instruments at September 30, 2015, that are sensitive to changes in interest rates, including our debt and interest rate swaps. For long-term debt, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. For the interest rate swaps, the table presents their notional amounts and weighted-average interest rates by their expected contractual maturity dates.


	Expected Maturity Date
	Remainder of 2015		2016		2017		2018		2019		Thereafter		Total		Fair Value Asset / (Liability)			Rate⁽¹⁾
	(in millions of U.S. dollars, except percentages)
Long-Term Debt:
Variable rate		15.6		460.0		406.4		45.2		21.9		42.5		991.6		963.7			1.74	%
Fixed rate		2.5		9.8		8.9		8.0		1.3		—		30.5		30.5			4.81	%

		18.1		469.8		415.3		53.2		23.2		42.5		1,022.1		994.2

Interest Rate Swaps
U.S. Dollar-denominated interest rate swap⁽²⁾		—		200.0		—		—		—		—		200.0		(4.0	)		2.61	%
U.S. Dollar-denominated interest rate swap⁽²⁾		—		—		100.0		—		—		—		100.0		(9.7	)		5.55	%

(1)	Rate refers to the weighted-average effective interest rate for our long-term debt, including the margin we pay on our variable-rate and fixed-rate debt. The fixed rate we pay under our interest rate swap agreements, as shown above, excludes the margin we pay on our variable-rate debt.

(2)	Interest payments on U.S. Dollar-denominated debt and interest rate swaps are based on LIBOR. The average variable rate paid to us under our interest rate swaps is set quarterly at the six-month and three-month LIBOR, respectively.

Equity Price Risk

We are exposed to the changes in the stock price of TIL. We have a stock purchase warrant entitling us to purchase up to 750,000 shares of common stock of TIL at a fixed price of $10 per share. Alternatively, if the shares of TIL’s common stock trade on a National Stock Exchange or over-the counter market denominated in Norwegian Kroner (or NOK), the Company may also exercise the stock purchase warrant at 61.67 NOK per share. The stock purchase warrant vests in four equally sized tranches. Each tranche will vest and become exercisable when and if the fair market value of a share of the common stock equals or exceeds 77.08 NOK, 92.50 NOK, 107.91 NOK and 123.22 NOK, respectively, for such tranche for any ten consecutive trading days. The stock purchase warrant expires on January 23, 2019.

TEEKAY TANKERS LTD.

SEPTEMBER 30, 2015

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

None.

Item 1A – Risk Factors

In addition to the other information set forth in this Report on Form 6-K, you should carefully consider the risk factors discussed in Part I, “Item 3. Key Information—Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2014, and our Report on Form 6-K for the quarter ended June 30, 2015, which could materially affect our business, financial condition or results of operations.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

On July 31, 2015, we issued to Teekay approximately 6.5 million shares of our Class B common stock at a price of $6.99 per share and for net proceeds of approximately $45.5 million to finance the acquisition of SPT. (Please refer to Item 1 – Financial Statements: Note 15 – Acquisition of Ship-to-Ship Transfer Business.) We issued the shares of Class B common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

On August 7, 2015, we issued approximately 4.5 million shares of our Class A common stock to Teekay at a price of $6.65 per share for net proceeds of approximately $30 million to partially finance our acquisition of the 12 modern Suezmax vessels from Principal Maritime. (Please refer to Item 1 – Financial Statements: Note 16 – Acquisition of Assets.) We issued the shares of Class A common stock pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

During August and September 2015, in connection with the delivery of the 10 Suezmax tankers acquired from Principal Maritime that delivered during those months, we issued to Veritable Maritime Holdings LLC an aggregate of approximately 6.1 million shares of our Class A common stock, with a value of $40.5 million, as part of the purchase price for such vessels. We issued the shares of Class A common stock pursuant to exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

During October 2015, in connection with the delivery of the remaining two Principal Maritime Suezmax tankers, we issued to Veritable Maritime Holdings LLC an aggregate of approximately 1.1 million shares of our Class A common stock, with a value of $8.8 million, as part of the purchase price for such vessels. We issued the shares of Class A common stock pursuant to exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

None.

Item 5 – Other Information

None.

Item 6 – Exhibits


Exhibit Number		Description

1.1		Equity Distribution Agreement, dated November 18, 2015, between Teekay Tankers Ltd. and Evercore Group L.L.C.

5.1		Opinion of Watson, Farley & Williams LLP, relating to the legality of the securities being registered

8.1		Opinion of Perkins Coie LLP, relating to tax matters

8.2		Opinion of Watson, Farley & Williams LLP, relating to tax matters

10.1		Common Stock Purchase Agreement, dated August 4, 2015, by and among Teekay Tankers Ltd. and the purchasers named therein (previously filed as Exhibit 10.1 to the Company’s Report on Form 6-K furnished to the SEC on August 7, 2015, and hereby incorporated by reference to such Report).

10.2		Registration Rights Agreement, dated August 4, 2015, by and among Teekay Tankers Ltd. and the persons set forth on Schedule I thereto.

10.3		Memorandum of Agreement, dated August 4, 2015, by and between Courage Holdings, LLC and Rio Spirit L.L.C.

10.4		Schedule of Agreements Substantially Identical to Exhibit 10.3.

23.1		Consent of Watson, Farley & Williams LLP (contained in Exhibit 5.1 and Exhibit 8.2 hereto)

23.2		Consent of Perkins Coie LLP (contained in Exhibit 8.1 hereto)

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY.

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-148055) FILED WITH THE SEC ON DECEMBER 13, 2007.

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-194404) FILED WITH THE SEC ON MARCH 7, 2014.

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-196915) FILED WITH THE SEC ON JUNE 20, 2014.

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-205643) FILED WITH THE SEC ON JULY 13, 2015.

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-206495) FILED WITH THE SEC ON AUGUST 21, 2015, AS AMENDED.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	TEEKAY TANKERS LTD.

Date: November 18, 2015	By:	/s/ Vincent Lok
		Vincent Lok
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit Index


Exhibit Number		Description

1.1		Equity Distribution Agreement, dated November 18, 2015, between Teekay Tankers Ltd. and Evercore Group L.L.C.

5.1		Opinion of Watson, Farley & Williams LLP, relating to the legality of the securities being registered

8.1		Opinion of Perkins Coie LLP, relating to tax matters

8.2		Opinion of Watson, Farley & Williams LLP, relating to tax matters

10.1		Common Stock Purchase Agreement, dated August 4, 2015, by and among Teekay Tankers Ltd. and the purchasers named therein (previously filed as Exhibit 10.1 to the Company’s Report on Form 6-K furnished to the SEC on August 7, 2015, and hereby incorporated by reference to such Report).

10.2		Registration Rights Agreement, dated August 4, 2015, by and among Teekay Tankers Ltd. and the persons set forth on Schedule I thereto.

10.3		Memorandum of Agreement, dated August 4, 2015, by and between Courage Holdings, LLC and Rio Spirit L.L.C.

10.4		Schedule of Agreements Substantially Identical to Exhibit 10.3.

23.1		Consent of Watson, Farley & Williams LLP (contained in Exhibit 5.1 and Exhibit 8.2 hereto)

23.2		Consent of Perkins Coie LLP (contained in Exhibit 8.1 hereto)

Exhibit 1.1

TEEKAY TANKERS LTD.

Class A Common Shares

Having an Aggregate Offering Price of up to

$80,000,000

Equity Distribution Agreement

November 18, 2015

Evercore Group L.L.C.

55 East 52nd Street

New York, New York, 10055

Ladies and Gentlemen:

Teekay Tankers Ltd. is a corporation incorporated under the laws of the Marshall Islands (the “Company”).

It is understood and agreed to by all parties that the Company has acquired the vessels (each, a “Vessel”) listed on Schedule I-A hereto from Teekay Corporation, a Marshall Islands corporation (the “Parent”) or third parties, as described more particularly in the Prospectus. It is further understood and agreed by all parties that:

(a) Pursuant to (i) a Contribution, Conveyance and Assumption Agreement dated as of December 18, 2007, among the Company, Teekay Holdings Limited, a Bermudian holding company (“THL”), and Parent (the “Contribution Agreement”), (ii) a Purchase Agreement dated April 7, 2008, between the Company and Parent for the purchase of Ganges Spirit L.L.C. (formerly Delaware Shipping L.L.C.), (iii) a Purchase Agreement dated April 7, 2008, between the Company and Parent for the purchase of Narmada Spirit L.L.C. (formerly Adair Shipping L.L.C.), (iv) a Purchase Agreement dated June 12, 2009, between the Company and Parent for the purchase of Ashkini Spirit L.L.C. (formerly Ingeborg Shipping L.L.C.), (v) a Purchase Agreement dated April 6, 2010, between the Company and Parent for the purchase of Yamuna Spirit L.L.C., Kaveri Spirit L.L.C. and Helga Spirit L.L.C., (vi) a Purchase Agreement dated November 1, 2010, between the Company and Parent for the purchase of Esther Spirit L.L.C. and Iskmati Spirit L.L.C., (vii) certain Memoranda of Agreement each dated as of August 4, 2015 between the Company or its subsidiaries and affiliates of Veritable Maritime Holdings, LLC, (viii) a Business Purchase Agreement dated June 15, 2012, between the Company and Parent for the purchase of Godavari Spirit L.L.C., Axel Spirit L.L.C., Mahanadi Spirit L.L.C., Teesta Spirit L.L.C., Hugli Spirit L.L.C., Americas Spirit L.L.C., Australian Spirit L.L.C., Pinnacle Spirit L.L.C., Donegal Spirit L.L.C., Galway Spirit L.L.C., Limerick Spirit L.L.C., Summit Spirit L.L.C. and Zenith Spirit L.L.C., and (ix) Memorandums of Agreement dated December 17, 2014 between the Company and certain sellers for the purchase of the Seletar Spirit, Leyte Spirit, Sebarok Spirit, Luzon Spirit and Yamato Spirit, the Company acquired all the outstanding ownership interests of, or, with respect to subclause (ix) above, the vessels now held by, each of the entities listed on Schedule I-A hereto (each a “Vessel Owning Subsidiary”) on the terms set forth therein and as described in the Prospectus (exclusive of any supplement thereto);

(b) On December 18, 2007, Parent, Teekay Chartering Limited, a Marshall Islands corporation (the “Aframax Pool Manager”), and the Company entered into an Aframax Revenue Sharing Pool Agreement (the “Aframax Pooling Agreement”), pursuant to which the Aframax Pool Manager agreed to commercially manage certain of the Vessels and other vessels owned by Parent that trade in the conventional oil tanker spot market on the terms set forth therein and as described in the Prospectus (exclusive of any supplement thereto);

(c) As of November 9, 2010, Taurus Tankers LLC, a Marshall Islands limited liability company (the “Taurus Pool Manager”, and together with the Aframax Pool Manager, the “Pool Managers”), and Teekay Chartering Limited and certain third parties entered into a Taurus Revenue Sharing Pool Agreement regarding the Taurus Tankers LR2 Pool (the “Taurus Pooling Agreement”, and together with the Aframax Pooling Agreement, the “Pooling Agreements”), pursuant to which the Taurus Pool Manager agreed to commercially manage certain of the Vessels and other vessels owned by other parties to the Taurus Pooling Agreement and their affiliates, on the terms set forth therein and as described in the Prospectus (exclusive of any supplement thereto); and

(d) On December 18, 2007, Teekay Tankers Management Services Ltd., a Marshall Islands corporation (the “Tanker Manager”), and the Company entered into a Management Agreement (the “Management Agreement”), pursuant to which the Tanker Manager agreed to provide commercial management, technical, administrative and strategic services in respect of the Vessels on the terms set forth therein and as described in the Prospectus (exclusive of any supplement thereto).

The Company, the Tanker Manager and the Pool Managers are referred to herein as the “Teekay Entities.” The entities listed on Schedule I-B hereto are referred to herein as the “Other Subsidiaries” and, together with the Vessel Owning Subsidiaries are referred to herein as the “Subsidiaries.” The Company, High-Q Investments Limited, a Hong Kong corporation (“High-Q”), Teekay Tanker Operations Ltd. (“TTOL”), and all other Subsidiaries are referred to herein as the “Company Entities.”

The Company confirms its agreement (this “Agreement”) with Evercore Group L.L.C. (the “Manager”) as follows:

Description of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, shares of its Class A Common Stock, $0.01 per value per share (the “Class A Common Shares”), having an aggregate gross sales price of up to $80,000,000 (the “Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For avoidance of doubt, the term “Shares” as used in this Agreement refers only to the Class A Common Shares to be sold pursuant to this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company acknowledges and agrees that in undertaking its obligations under this Agreement, the Manager may act through one or more of its agents, including, without limitation, its selling agent International Strategy & Investment Group LLC. The Company agrees that whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex A hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof.

2.	Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, the Manager at the Execution Time as set forth below.

2.1

Registration. The Company meets the requirements for use of Form F-3 under the Act and has prepared and filed with the Commission a registration statement (File No. 333-205643) on Form F-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares. Such Registration Statement, including any amendments thereto and any related Rule 462(b) Registration Statement filed prior to the Execution Time or prior to such time this representation is repeated or deemed to be made, has been declared or become effective under the Act. Copies of such Registration Statement and each of the amendments thereto, if any, which are not publicly available at www.sec.gov have been delivered by the Company to the Manager.

Any reference to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any documents or information incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and incorporated by reference in the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission.

2.2

No Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such time being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

2.3

Form of Documents. The Registration Statement conformed when filed and will conform in all material respects on each Effective Date, at the Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer of Shares, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, with the applicable requirements of the Act and the rules and regulations thereunder. The Prospectus Supplement and the Prospectus conformed or will conform in all material respects when filed with the Commission pursuant to Rule 424(b), and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of the Shares, to the requirements of the Act and the rules and regulations thereunder. The documents incorporated by reference in the Prospectus Supplement or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the Commission thereunder.

2.4

No Material Misstatements or Omissions in the Registration Statement. The Registration Statement, as of each Effective Date, at the Execution Time, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, did not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Manager consists of the information described as such in Section 7.2 hereof.

2.5

No Material Misstatements or Omissions in the Prospectus. The Prospectus, at the Execution Time, at each Applicable Time, on each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Manager consists of the information described as such in Section 7.2 hereof.

2.6

No Material Misstatements or Omissions in Documents Incorporated by Reference. The documents incorporated by reference in the Prospectus Supplement or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2.7

Proceedings Under the Act. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Act, and the Company is not the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Shares.

2.8

Regulation M Exceptions. The Class A Common Shares are an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

2.9

Other Sales Agency Agreements. The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative in respect of at the market offerings of the Shares in accordance with Rule 415(a)(4) of the Act.

2.10

Formation and Qualification. Each of the Teekay Entities has been duly organized and is validly existing, in good standing under the laws of the Republic of The Marshall Islands, and is duly registered or qualified to do business and is in good standing as a foreign entity, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such registration or qualification, except where the failure so to register or qualify would not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect,” as used throughout this Agreement, means a material adverse effect on the condition (financial or otherwise), results of operations, business, properties, assets or prospects of the Company Entities, taken as a whole, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). Each of the Company Entities has all limited liability company or corporate, as the case may be, power and authority necessary to own or lease its properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Prospectus.

2.11

Valid Issuance of the Shares. At each Settlement Date and each Time of Delivery, if any, the Shares to be issued and sold on such date will be duly authorized and, when issued and delivered to the Manager simultaneously with payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.

2.12

Ownership of the Subsidiaries and other Entities. The Company owns, directly or indirectly, 50% of the equity interests in High-Q and 50% of the equity interests in TTOL and 100% of the equity interests in each of the other Subsidiaries; such equity interests are duly authorized and validly issued in accordance with the organizational documents of each Subsidiary (the “Subsidiaries’ Organizational Documents”) and are fully paid and nonassessable; and the Company owns such equity interests free and clear of all pledges, liens, encumbrances, security interests, charges, equities or other claims (collectively, “Liens”) except for Liens under the Credit Agreements (as defined in Section 2.19(d)). The Company owns, directly or indirectly, as of the date of this Agreement, approximately 9.40% of the outstanding equity interests in Tanker Investments Ltd. (“TIL”).

2.13

No Other Subsidiaries. Other than the Subsidiaries and TIL, the Company does not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

2.14

No Preemptive Rights or Options. Except as described in the Prospectus (exclusive of any supplement thereto) and as provided in Section 78 of the Marshall Islands Business Corporations Act, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests of any of the Company Entities. Except as described in the Prospectus (exclusive of any supplement thereto), there are no outstanding options or warrants to purchase (i) any Class A Common Shares or other interests in the Company or (ii) any equity interests in any Subsidiary.

2.15

No Registration Rights. Except as described in the Prospectus (exclusive of any supplement thereto), no holder of securities of any of the Company Entities has rights to the registration of such securities under the Registration Statement that have not been waived in writing with respect to the offering of Shares contemplated hereby.

2.16

Capitalization. The issued and outstanding equity interests of the Company consist of the number of Class A Common Shares and the number of shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Shares” and, together with the Class A Common Shares, the “Common Shares”) specified in the Prospectus, as adjusted for the sale of any Class A Common Shares pursuant to this Agreement or any Terms Agreement or any grant of restricted shares or options to purchase Class A Common Shares under the Company’s 2007 Long Term Incentive Plan (as it may be amended). All of such Common Shares have been duly authorized and validly issued and are fully paid and nonassessable.

2.17

Authority and Authorization. The Company has all requisite corporate power and authority to issue, sell and deliver the Shares, in accordance with and upon the terms and conditions set forth in this Agreement and the Prospectus. All corporate action required to be taken by the Company or any of its stockholders for the authorization, issuance, sale and delivery of the Shares, the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement, has been validly taken.

2.18

Execution and Delivery of this Agreement. This Agreement has been duly authorized, validly executed and delivered by the Company.

2.19

Enforceability of Operative Agreements.

(a)

the Contribution Agreement has been duly authorized, executed and delivered by Parent, THL and the Company;

(b)

each of the Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Subsidiary or its member;

(c)

the (i) Secured Credit Facility Agreement dated December 17, 2003 among Great West Hull No. 1519 L.L.C., Great West Hull No. 1520 L.L.C., DSME Hull No. 5254 L.L.C., DSME Hull No. 5255 L.L.C., The Export-Import Bank of Korea, Fortis Capital Corporation, and Landesbank Hessen-Thuringen Girozentrale, (ii) Facility Agreement dated May 11, 2004 for a US$150,400,000 secured credit facility among Donegal Spirit L.L.C. (formerly H.H.I. Hull No. 1704 L.L.C.), Galway Spirit L.L.C. (formerly H.H.I. Hull No. 1705 L.L.C.), Limerick Spirit L.L.C. (formerly H.H.I. Hull No. 1706 L.L.C.), and H.H.I. Hull No. 1707 L.L.C. as joint borrowers, the Export-Import Bank of Korea and Fortis Capital Corp. as lenders, (iii) Facility Agreement dated December 15, 2006 and amended March 17, 2010 for a US$255,528,228 senior secured loan among Summit Spirit L.L.C., Zenith Spirit L.L.C., Bermuda Spirit L.L.C., Hamilton Spirit L.L.C. as joint borrowers and Credit Agricole CIB as lender, (iv) Facility Agreement dated January 30, 2015 for a US$126,637,500 secured term loan facility among Teekay Tankers Ltd. as borrower, ABN AMRO Capital USA LLC and DNB Capital LLC as lenders, (v) US$397,200,000 Secured Term Loan Facility Agreement dated August 28, 2015 among Teekay Tankers Ltd., as borrower, ABN AMRO Capital USA LLC, Citibank, N.A., London Branch, DNB Capital LLC and Nordea Bank Finland Plc, New York Branch, as lenders, ABN AMRO Capital USA LLC, Citigroup Global Markets Limited, DNB Markets, Inc. and Nordea Bank Finland Plc, New York Branch, as mandated lead arrangers, bookrunners and structuring banks, and ABN AMRO Capital USA LLC, as agent (together the “Term Loan Agreements”), has been duly authorized, executed and delivered by each Company Entity that is a party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of each Company Entity that is a party thereto, enforceable against it in accordance with its terms;

(d)

(i) the Secured Facility Agreement dated November 28, 2007 among Everest Spirit Holding L.L.C. and the other Borrowers named therein; Nordea Bank Finland PLC, New York Branch, as Agent; and Nordea Bank Norge ASA, Citigroup Global Markets Limited, ING Bank N.V., London Branch, and the other Lenders named therein and (ii) the Facility Agreement dated December 6, 2006 and amended June 18, 2008 for a US$194,000,000 secured reducing revolving loan facility (including additional US$23,000,000 option) among SPT Explorer L.L.C. (formerly T.S. Hull No. 1328 L.L.C.), SPT Navigator L.L.C. (formerly T.S. Hull No. 1329 L.L.C.), Great East Hull No. 1680 L.L.C., Pinnacle Spirit L.L.C. (formerly Great East Hull No. 1681 L.L.C.) as joint and serval borrowers and Danish Ship Finance (together the “Revolving Credit Agreements” and, together with the Term Loan Agreements, the “Credit Agreements”), has been duly authorized, executed and delivered by each of the Company Entities that is a party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of each of the Company Entities that is a party thereto, enforceable against it in accordance with its terms; and

(e)

each of the following agreements has been duly authorized, executed and delivered by each Teekay Entity that is a party thereto, and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms: (i) the Management Agreement; (ii) the Registration Rights Agreement dated December 18, 2007, between the Company and the Parent (the “Registration Rights Agreement”); (iii) the Aframax Pooling Agreement; and (iv) the Taurus Pooling Agreement.

provided that, with respect to each agreement described in this Section 2.19, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

The Contribution Agreement, the Credit Agreements, the Management Agreement, the Aframax Pooling Agreement, the Taurus Pooling Agreement and the Registration Rights Agreement are herein collectively referred to as the “Operative Agreements.”

2.20

Enforceability of Other Agreements. Each of the agreements listed on Schedule II (collectively, the “Other Agreements”) has been duly authorized, executed and delivered by each of the Teekay Entities party thereto and, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of such Teekay Entity, enforceable against it in accordance with its terms, except where the failure to be enforceable would not reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to materially impair the ability of any of the Teekay Entities to perform their obligations under this Agreement, the Operative Agreements or the Other Agreements; provided that, with respect to each agreement described in this Section 2.20, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

2.21

No Conflicts. None of the offering, issuance and sale by the Company of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby or the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Prospectus, (i) conflicts or will conflict with or constitutes or will constitute a violation of any articles of incorporation or bylaws of any of the Teekay Entities, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement, or instrument to which any of the Teekay Entities is a party or by which any of them or any of their respective properties may be bound, (iii) violates or will violate any statute, law, rule, regulation, judgment, order or decree applicable to any of the Teekay Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any of the Teekay Entities or any of their properties, or (iv) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Company Entities (other than Liens referred to or described in the Prospectus (exclusive of any supplement thereto)), which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or could materially impair the ability of any of the Teekay Entities to perform their obligations under this Agreement, the Operative Agreements or the Other Agreements.

2.22

No Consents. Except for (i) the registration of the Shares under the Act, which has been effected (ii) such Consents (as defined herein) as may be required under the Exchange Act and applicable state securities or “Blue Sky” laws in connection with the purchase and distribution of Shares by the Manager, (iii) such Consents that have been, or prior to each Settlement Date will be, obtained, (iv) such Consents that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or could not reasonably be expected to materially impair the ability of any of the Teekay Entities to perform their obligations under this Agreement, the Operative Agreements or the Other Agreements, and (v) as disclosed in the Prospectus (exclusive of any supplement thereto), no permit, consent, approval, authorization, order, registration, filing or qualification (“Consent”) of or with any court, governmental agency or body having jurisdiction over any of the Teekay Entities or any of their respective properties is required of, by or with respect to any Teekay Entity in connection with the offering, issuance and sale by the Company of the Shares, the execution, delivery and performance of this Agreement by the Company or the consummation of the transactions contemplated by this Agreement.

2.23

No Default. None of the Teekay Entities is (i) in violation of its articles of incorporation or bylaws or its certificate of formation or limited liability company agreement, as the case may be, (ii) in breach of or in default under (and no event that, with notice or lapse of time or both, would constitute such a default has occurred or is continuing under) any term, covenant, obligation, agreement or condition contained in any indenture, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it is or may be bound or to which any of its properties or assets is subject or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree applicable to any of the Teekay Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any of the Teekay Entities or any of their properties, which breach, default or violation, in the case of clause (ii) or (iii), would, if continued, reasonably be expected to have a Material Adverse Effect, or could reasonably be expected to materially impair the ability of any of the Teekay Entities to perform their obligations under this Agreement, the Operative Agreements or the Other Agreements. To the knowledge of the Company, no third party to any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement, obligation, condition, covenant or instrument to which any of the Teekay Entities is a party or by which any of them are bound or to which any of their properties are subject, is in default under any such agreement, which breach, default or violation would, if continued, reasonably be expected to have a Material Adverse Effect.

2.24

Conformity of Shares to Description in Prospectus. The Shares, when issued and delivered concurrently against payment therefor as provided herein will conform in all material respects to the description thereof contained in the Prospectus (exclusive of any supplement thereto).

2.25

No Material Adverse Change. Since the date of the latest audited financial statements included in the Prospectus (exclusive of any supplement thereto) and other than as set forth in or contemplated by the Prospectus (exclusive of any supplement thereto), (i) no Company Entity has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, (ii) there has not been any material change in the capitalization or material increase in the short-term debt or long-term debt of the Company Entities or any material adverse change, or any development involving or which could reasonably be expected to involve, individually or in the aggregate, a prospective material adverse change in or affecting the general affairs, management, condition (financial or otherwise), stockholders’ equity, partners’ equity, members’ equity, results of operations, business, properties, assets or prospects of the Company Entities, taken as a whole, and (iii) none of the Company Entities has incurred any liability or obligation, direct, indirect or contingent, or entered into any transactions, whether or not in the ordinary course of business, that, individually or in the aggregate, is material to the Company Entities taken as a whole.

2.26

Financial Statements. The Company’s consolidated financial statements (including the related notes) included in the Prospectus and the Registration Statement (i) present fairly in all material respects the financial condition, results of operations and cash flows of the entities or businesses purported to be shown thereby on the basis stated therein, at the respective dates or for the respective periods indicated, (ii) comply as to form in all material respects with the applicable accounting requirements of the Act and (iii) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary and selected historical financial and operating information set forth in the Company’s Annual Report for the year ended December 31, 2014 on Form 20-F and incorporated by reference into the Registration Statement and the Prospectus under the caption “Item 3. Key Information–Selected Financial Data” is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements from which it has been derived.

2.27

Independent Registered Public Accounting Firm. The accountants, KPMG LLP (the “Accountants”), who have certified the Company’s consolidated financial statements (including the related notes) included or incorporated by reference in the Registration Statement and the Prospectus, and delivered their report with respect to the audited financial statements or incorporated by reference in the Registration Statement and the Prospectus, were and are the independent registered public accounting firm with respect to such entities within the meaning of the Act and the applicable published rules and regulations thereunder and the rules and regulations of the Public Company Accounting Oversight Board.

2.28

Transfer Taxes. There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any state, the Republic of The Marshall Islands or Canada or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement, the issuance or sale by the Company of the Shares or the consummation of the transactions contemplated by this Agreement.

2.29

Title to Properties. The Company Entities have good and marketable title to all real property and good title to all personal property described in the Prospectus owned by the Company Entities, and each Vessel Owning Subsidiary identified on Schedule I-A is the sole owner of the Vessel set forth opposite its name on Schedule I-A, in each case free and clear of all Liens except (i) as described, and subject to the limitations contained, in the Prospectus (exclusive of any supplement thereto), (ii) that arise under the Credit Agreements or (iii) as do not materially affect the value of such property, taken as a whole, and do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future, as described in the Prospectus (exclusive of any supplement thereto) (the Liens described in clauses (i) through (iii) above being “Permitted Liens”); provided, that with respect to any interest in real property and buildings held under lease by the Company Entities, such real property and buildings are held under valid and subsisting and enforceable leases (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), with such exceptions as do not materially interfere with the use of the properties of the Company Entities, taken as a whole as they have been used in the past as described in the Prospectus (exclusive of any supplement thereto) and are proposed to be used in the future as described in the Prospectus (exclusive of any supplement thereto).

2.30

Vessel Registration. Each vessel identified in Schedule I-A is duly registered under the laws of the jurisdiction set forth on Schedule I-A in the name of the applicable Vessel Owning Subsidiary identified in Schedule I-A, free and clear of all Liens except for Permitted Liens.

2.31

Permits. Each of the Company Entities has such permits, Consents, licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has made all declarations and filings with, all U.S. federal, provincial, state, local or foreign governmental or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, as are necessary to own or lease its properties and to conduct its business in the manner described in the Prospectus (exclusive of any supplement thereto), subject to such qualifications as may be set forth in the Prospectus (exclusive of any supplement thereto) and except for such Permits, declarations and filings that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; except as set forth in the Prospectus (exclusive of any supplement thereto), each of the Company Entities has fulfilled and performed all its material obligations with respect to such Permits which are or will be due to have been fulfilled and performed by such date and no event has occurred that would prevent the Permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such Permit, except for such non-renewals, non-issues, revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such Permits contains any restriction that is materially burdensome to the Company Entities, taken as a whole.

2.32

Insurance. Except as set forth in the Prospectus (exclusive of any supplement thereto) with respect to off-hire insurance, the Company Entities are insured by insurers of recognized financial responsibility covering against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance insuring the Company Entities or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company Entities are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by any of the Company Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Company Entities has been refused any insurance coverage sought or applied for; and the Company believes that each of the Company Entities will be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

2.33

Contracts to be Described or Filed. To the knowledge of the Company, there is no agreement, franchise, contract, indenture, lease or other document or instrument of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required.

2.34

Litigation. There is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Company, threatened, to which any of the Teekay Entities is or could reasonably be expected to be made a party or to which the business or property of any of the Teekay Entities is or could reasonably be expected to be made subject or that would be required to be disclosed in the Registration Statement and the Prospectus which is not adequately disclosed in the Registration Statement or the Prospectus as required, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency or, to the knowledge of the Company, that has been proposed by any governmental agency, and (iii) no injunction, restraining order or order of any nature issued by a Federal or state court or foreign court of competent jurisdiction to which any of the Teekay Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, (A) could reasonably be expected to (1) individually or in the aggregate have a Material Adverse Effect, or (2) prevent or result in the suspension of the offering, issuance and delivery of the Shares, or (B) questions the validity of this Agreement, any Operative Agreement or any Other Agreement.

2.35

Certain Relationships and Related Transactions. No relationship, direct or indirect, exists between or among any Teekay Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Teekay Entity on the other hand that is required to be described in the Prospectus that is not so described. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by any Teekay Entity to or for the benefit of any of the officers, directors or managers of any Company Entity or their respective family members, except as disclosed in the Registration Statement and the Prospectus (exclusive of any supplement thereto). No Teekay Entity has, in violation of the Sarbanes-Oxley Act of 2002, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of any Company Entity.

2.36

Sarbanes-Oxley Act of 2002. Each of the Company Entities is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission and the New York Stock Exchange (the “NYSE”) that are effective and applicable to each of the Company Entities.

2.37

Disclosure Controls. The Company Entities maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act); such disclosure controls and procedures are effective.

2.38

No Labor Dispute. No labor problem or dispute with the employees of the Teekay Entities exists or is threatened or, to the knowledge of the Company, imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, contractors or customers, that, in each case, could reasonably be expected to have a Material Adverse Effect.

2.39

Tax Returns. Each of the Teekay Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file could not reasonably be expected to have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as could not reasonably be expected to have a Material Adverse Effect.

2.40

Internal Controls. The Company and each Subsidiary maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company Entities’ “internal controls over financial reporting” (as such term is defined in rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) are effective and none of the Company Entities is aware of any material weakness in their internal controls over financial reporting.

2.41

eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

2.42

Environmental Compliance. Each Company Entity (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business, (iii) has not received notice of any actual or potential liability under any Environmental Law, and (iv) is not a party to or affected by any pending or, to the knowledge of the Company, threatened action, suit or proceeding, is not bound by any judgment, decree or order, and has not entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials, except where such noncompliance or deviation from that described in (i) - (iv) above could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Teekay Entities has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). The term “Hazardous Materials” means (A) any “hazardous substance” as defined in CERCLA, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law.

2.43

Effect of Environmental Laws. In the ordinary course of its business, each Company Entity periodically reviews the effect of Environmental Laws on its business, operations and properties, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, each Company Entity has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

2.44

Intellectual Property. The Company Entities own or possess rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, technology, know-how and other intellectual property necessary for the conduct of their respective businesses, except where the failure to possess such rights could not reasonably be expected to have a Material Adverse Effect, and the Company Entities believe that the conduct of their respective businesses do not conflict with, and the Company Entities have not received any notice of any claim of conflict with, any such rights of others.

2.45

No Distribution of Other Offering Materials. The Company has not distributed and will not distribute, any offering material (as defined under the Act) in connection with the offering and sale of the Shares other than the Registration Statement, Prospectus and any Prospectus Supplement, and any other materials, if any, permitted by the Act, including Rule 134 under the Act.

2.46

NYSE Listing. The Shares have been approved for listing on the NYSE, subject only to official notice of issuance.

2.47

Investment Company. None of the Company Entities is now, and immediately after the issuance and sale of the Shares to be sold by the Company hereunder and application of the net proceeds from such sale as described in the Prospectus under the caption “Use of Proceeds” will be, required to be registered as an “investment company” under the 1940 Act.

2.48

Passive Foreign Investment Company. Subject to the qualifications contained in the Prospectus (exclusive of any supplement thereto), to the knowledge of the Company, the Company is not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1296 of the Code.

2.49

Foreign Corrupt Practices Act. Neither the Company nor any director, officer, employee or affiliate of the Company, nor, to the knowledge of the Company, any agent or representative of the Company, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and each of the Teekay Entities and its affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

2.50

Sanctions Laws and Regulations. Neither the issuance and sale of the Shares by the Company hereunder nor the use of the proceeds thereof will cause any U.S. person participating in the offering, either as underwriter and/or purchasers of the Shares, to violate the Trading With the Enemy Act, as amended, the International Emergency Economic Powers Act, as amended, or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (all such laws and regulations collectively referred to as the “Sanctions Laws and Regulations”) or any enabling legislation or executive order relating thereto.

2.51

OFAC. (i) The Company represents that none of the Teekay Entities nor any director or officer thereof, nor, to the knowledge of the Company, any employee, agent, affiliate or representative of the Teekay Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(a)

the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); nor

(b)

located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, the Crimea region of the Ukraine and Syria).

(ii) The Company represents and covenants that no Teekay Entity will, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(a)

to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(b)

in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) The Company represents and covenants that each Teekay Entity has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

2.52

Money Laundering Laws. The operations of the Teekay Entities are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Teekay Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Teekay Entities with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

2.53

Brokers. There are no contracts, agreements or understandings between any Company Entity and any person that would give rise to a valid claim against any Company Entity or the Manager for a brokerage commission, finder’s fee or other like payment in connection with the offering of the Shares.

2.54

Market Stabilization. None of the Teekay Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

2.55

Prohibition on Dividends. Except as provided in the Credit Agreements and by Section 43 of the Marshall Islands Business Corporations Act and Sections 20, 31, 40 and 49 of the Marshall Islands Limited Liability Company Act of 1996, no Subsidiary is prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s equity securities, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

2.56

Statistical and Market Data. The statistical and market-related data included in the Prospectus and the Registration Statement are based on or derived from sources which the Company believes to be reliable and accurate.

2.57

No Restrictions. There are no restrictions on subsequent transfers of the Shares under the Marshall Islands Business Corporations Act.

2.58

Immunity. Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the United States, the Republic of The Marshall Islands or Canada or any political subdivisions thereof.

2.59

Taxes. No capital gains, income, withholding or other taxes are payable by or on behalf of the Manger to the Republic of The Marshall Islands or Canada, or to any political subdivision or taxing authority of either thereof or therein in connection with the sale and delivery by the Company of the Shares to or for the respective accounts of the Manager or the sale and delivery by the Manager of the Shares to the initial purchasers thereof.

2.60

Dividends and Distributions. All dividends and other distributions declared and payable on the shares of capital stock of the Company may, under the current laws and regulations of the Republic of The Marshall Islands and any political subdivisions thereof, be paid in United States dollars and may be freely transferred out of the Republic of The Marshall Islands, and all such dividends and other distributions paid to persons not resident or citizen of, or not conducting business in, the Republic of The Marshall Islands will not be subject to withholding or other taxes under the laws and regulations of the Republic of The Marshall Islands and are otherwise free and clear of any other tax, withholding or deduction and without the necessity of obtaining any Consents of or with any court or governmental agency or body in the Republic of The Marshall Islands or any political subdivision thereof.

2.61

Business in the Marshall Islands. The Company is not carrying on any business or conducting any transactions in the Republic of The Marshall Islands.

2.62

Parent Ownership of Class A and Class B Shares. As of the date of this Agreement, Parent owns directly (or indirectly through THL) 23,232,757 Class B Common Shares and 17,154,474 Class A Common Shares. All such Class A Common Shares and Class B Common Shares (collectively, the “Parent Shares”) have been duly authorized and are validly issued, fully paid and nonassessable; and Parent owns all such shares free and clear of all Liens, except pursuant to the Margin Loan Agreement dated as of December 21, 2012 by and among Teekay Finance Limited, the lenders party thereto, Citibank, N.A., as administrative agent, and Parent, as amended.

2.63

Enforceability of Agreements. To the knowledge of the Company, each of the Taurus Pooling Agreement has been duly authorized, executed and delivered by Parent or Aframax Pool Manager, as applicable, and, to the knowledge of the Company, is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, the enforceability of the Taurus Pooling Agreement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided further, that the indemnity, contribution and exoneration provisions contained in the Taurus Pooling Agreement may be limited by applicable laws and public policy.

Any certificate signed by any officer of the Company and delivered to the Manager or to counsel for the Manager in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the Manager.

3.	Sale and Delivery of Shares.

3.1

Sale of Shares by Manager, as Sales Agent. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

(a)

The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Manager on any day that (A) is a trading day for the NYSE (a “Trading Day”), (B) the Company has instructed the Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Manager daily as agreed to by the Manager (in any event not in excess of the amount available for issuance under the Prospectus, the Company’s articles of incorporation and the currently effective Registration Statement) and the minimum price per Share at which such Shares may be sold (which may not be less than the par value thereof). Subject to the terms and conditions hereof, the Manager shall use its reasonable efforts to sell on a particular day all of the Shares designated for the sale by the Company on such day. Unless otherwise properly authorized by the Company’s Board of Directors (the “Board”) in the future, the gross sales price of the Shares sold under this Section 3.1 shall be the market price for the Company’s Class A Common Shares sold by the Manager under this Section 3.1 on the NYSE at the time of sale of such Shares.

(b)

The Company acknowledges and agrees that (A) there can be no assurance that the Manager will be successful in selling the Shares, (B) the Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Manager shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Manager and the Company.

(c)

The Company shall not authorize the issuance and sale of any Share at a price lower than the minimum price therefor designated from time to time by the Board (and not less than the par value per Share), a duly authorized committee thereof, or any individual to whom such authority has been duly and properly delegated by the Board or a duly authorized committee thereof, and the Manager shall not sell any Share at a price lower than authorized by the Company pursuant to Section 3.1(a) above, it being understood that regardless of the minimum price, the Shares must be sold at market price. The Company or the Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend or terminate the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. During any such period of suspension, the Company shall not be obligated to deliver (or cause to be delivered) any of the documents referred to in Sections 4.13 - 4.19 or Section 4.21, be deemed to affirm any of the representations or warranties contained in this Agreement pursuant to Sections 2 or 4 hereof, or be obligated to conduct any due diligence session as referred to in Section 4.22 until the termination of the suspension and the recommencement of the offering of the Shares pursuant to this Agreement (which recommencement shall constitute a Representation Date, as defined in Section 4.13).

(d)

The Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3.1, other than (A) by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Act, including, without limitation, sales made directly on the NYSE, on any other existing trading market for the Shares or to or through a market maker, (B) by any other method permitted by law, including, without limitation, privately negotiated transactions, (C) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Manager pursuant to a Terms Agreement or (D) in a transaction by which the Shares are issued simultaneously with the payment therefor.

(e)

The compensation to the Manager for sales of the Shares with respect to which the Manager acts as sales agent under this Agreement shall be 2.0% of the gross sales price of the Shares sold pursuant to this Section 3.1 and payable as described in the succeeding subsection 3.1(f) below. The foregoing rate of compensation shall not apply when the Manager acts as principal, in which case the Company may sell Shares to the Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”).

(f)

The Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NYSE each day during which the Shares are sold under this Section 3.1 setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Manager to the Company, with payment to be made by the Company promptly after its receipt thereof.

(g)

Settlement for sales of the Shares pursuant to Section 3.1 of this Agreement will occur on the third Business Day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Manager (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Manager for settlement on such date shall be made available to the Manager by book-entry transfer of the Shares through The Depository Trust Company (“DTC”) to the account of the Manager’s at DTC, and Manager (or Manager’s clearing broker) will cause the Net Proceeds to be credited immediately to the Company’s account at the Manager’s clearing broker in same day funds. Manager shall effect settlement for the sale of the Shares through book-entry delivery to the purchaser or its agent by the Manager’s clearing broker through its account at DTC following payment by the purchaser or its agent of the gross sales price to DTC in same day funds. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall (i) indemnify and hold the Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Manager any commission to which it would otherwise be entitled absent such default. The applicable Net Proceeds on any Settlement Date shall always be delivered simultaneously with the Shares delivered by the Company.

(h)

At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4.13), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented as of such date. Any obligation of the Manager to use its reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

3.2

Sale of Shares by Manager, as Principal. If the Company wishes to issue and sell Shares pursuant to this Agreement but other than as set forth in Section 3.1 of this Agreement (each, a “Placement”), it will obtain the appropriate approval from its Board and notify the Manager of the proposed terms of such Placement. If the Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Manager and the Company will enter into a Terms Agreement mutually satisfactory to the Manager and the Company, setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Manager unless and until the Company and the Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. Notwithstanding the foregoing, no Terms Agreement shall amend or change the payment mechanics such that Shares are issued prior to payment therefor or for gross proceeds per Share of less than par value per Share.

3.3

Terms Agreement. Each sale of the Shares to the Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Manager. The commitment of the Manager to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of Shares to be purchased by the Manager pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Manager in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Manager.

3.4

Limitation on Number and Amount of Shares Sold. Under no circumstances shall the number and aggregate amount of the Shares sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1, (ii) the aggregate offering price for Class A Common Shares available for issuance under the Prospectus, (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, in compliance with Section 3.1(a) or Section 3.2 above, or (iv) the aggregate authorized number of Class A Common Shares authorized to be issued pursuant to the Company’s articles of incorporation that have not already been so issued or set aside for issuance.

3.5

Regulation M Exemption. If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.

4.	Agreements. The Company agrees with the Manager that:

4.1

Filing of Amendment or Supplement. During any period when the delivery of a prospectus relating to the Shares is required under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will not file any amendment of the Registration Statement or supplement (including the Prospectus Supplement) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished to the Manager a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Manager reasonably objects. The Company has properly completed the Prospectus, in a form approved by the Manager, and filed such Prospectus, as amended at the Execution Time, with the Commission pursuant to the applicable paragraph of Rule 424(b) by the Execution Time and will cause any supplement to the Prospectus to be properly completed, in a form approved by the Manager, and will file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed thereby and will provide evidence satisfactory to the Manager of such timely filing. The Company will promptly advise the Manager (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, during any period when the delivery of a prospectus (whether physically or through compliance with Rule 172 or any similar rule) is required under the Act in connection with the offering or sale of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to use promptly its commercially reasonable efforts to obtain the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

4.2

Notice of Material Change. If, at any time on or after an Applicable Time but prior to the related Settlement Date or Time of Delivery, any event occurs as a result of which the Prospectus, as supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.

4.3

Material Misstatements or Omissions in Prospectus. During any period when the delivery of a prospectus relating to the Shares is required under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), if any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company promptly will (i) notify the Manager of any such event, (ii) prepare and file with the Commission, subject to the first sentence of Section 4.1, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its commercially reasonable efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to the Manager in such quantities as the Manager may reasonably request.

4.4

Reports to Security Holders and Manager. As soon as practicable, the Company will make generally available, via the Commission’s Electronic Data Gathering Analysis and Retrieval (EDGAR) System, to its security holders and to the Manager an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 in respect of each effective date of the Registration Statement for purposes of sales of Shares pursuant to this Agreement.

4.5

Copies of Reports. The Company will furnish or make available via EDGAR to its shareholders annual reports containing financial statements audited by independent public accountants and quarterly reports containing financial statements and financial information which may be unaudited.

4.6

Signed Copies of the Registration Statement. The Company will furnish, or otherwise make available upon request, to the Manager and counsel for the Manager, without charge, signed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by the Manager or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of the Prospectus and any supplement thereto as the Manager may reasonably request.

4.7

Qualifications. The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager may reasonably designate and will maintain such qualifications in effect so long as reasonably required for the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be reasonably required of it to continue such qualifications in effect for so long a period as the Manager may reasonably request for the distribution of the Shares.

4.8

No Issuer Free Writing Prospectus. Each of the Company and the Manager agree that it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433.

4.9

Limitation on Sale of Common Shares. If sales of the Shares have been made but not settled, or the Company has had outstanding with the Manager any instructions to sell the Shares, in either case, within the prior five Business Days, the Company will not offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any Class A Common Shares or any securities convertible into, or exercisable, or exchangeable for, Class A Common Shares; or publicly announce an intention to effect any such transaction without (i) giving the Manager at least five Business Days’ prior written notice specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) the Manager suspending acting under this Agreement for such period of time requested by the Company or as deemed appropriate by the Manager in light of the proposed transaction; provided, however, that the Company may (i) issue and sell Shares pursuant to this Agreement or any Terms Agreement, and (ii) grant restricted shares or options to purchase Class A Common Shares under the Company’s 2007 Long-Term Incentive Plan, as it may be amended, and issue Class A Common Shares upon exercise or vesting thereof.

4.10

Compliance with the Sarbanes-Oxley Act. Each of the Company Entities will comply in all material respects with all applicable securities and other applicable provisions of the Sarbanes-Oxley Act.

4.11

Market Stabilization. The Company will not (i) take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) sell, bid for, purchase or pay any person (other than as contemplated by this Agreement or any Terms Agreement) any compensation for soliciting purchases of the Shares; provided that nothing herein shall prevent the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business.

4.12

Notifications to Manager. The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would materially alter or affect any opinion, certificate, letter and other document provided to the Manager by it pursuant to Section 6 herein.

4.13

Certificates. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein which shall be subject to the provisions of subclauses (ii), (iii), (iv), (vi) or (vii) below), (ii) the Company shall file an Earnings 6-K (defined below) (the date of each such filing, and any date on which an amendment to any such document is filed, an “Earnings Filing Date”) (iii) the Company shall file a Report on Form 6-K (each a “Quarterly Report”) containing reviewed quarterly financial statements for the three months ended March 31, June 30 or September 30 (other than an Earnings 6-K) (the date of each such filing, and any date on which an amendment to any such document is filed, a “Quarterly Filing Date”) (iv) the Company shall file an Annual Report on Form 20-F (the date of each such filing, and any date on which an amendment to any such document is filed, an “Annual Filing Date”), (v) any Shares are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement, (vi) the Company shall file a Report on Form 6-K containing financial statements, which is incorporated by reference into the Registration Statement, or (vii) otherwise as the Manager may reasonably request upon reasonable advance notice to the Company (such commencement or recommencement date and each such date referred to in (i) - (vii) above, a “Representation Date”), the Company shall furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered the date of such commencement or recommencement, effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, the Time of Delivery, or promptly upon request, as the case may be, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6.4 of this Agreement which were last furnished to the Manager are true and correct at the time of such commencement or recommencement, amendment, supplement, filing, or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6.4, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

4.14

Marshall Islands Law Opinion of Watson Farley & Williams LLP. At each Representation Date, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Watson Farley & Williams LLP, special counsel for the Company relating to Marshall Islands law, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, of the same tenor as the opinion provided in Annex B, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

4.15

Opinion of Parent’s Internal Counsel. At each Representation Date, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of either the General Counsel or Associate General Counsel of Parent, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, of the same tenor as the opinion provided in Annex C, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

4.16

English Law Opinion of Watson Farley & Williams LLP. At each Representation Date (excluding any Quarterly Filing Date if the opinion in this Section 4.16 was previously provided at the corresponding Earnings Filing Date), the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Watson Farley & Williams LLP, special English counsel for the Company, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, of the same tenor as the opinion provided in Annex D, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

4.17

Opinion of Perkins Coie LLP. At each Representation Date, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Perkins Coie LLP, counsel for the Company, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, of the same tenor as the opinion provided in Annex E, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

4.18

Opinion of Lennox Paton. At each Representation Date (excluding any Quarterly Filing Date if the opinion in this Section 4.18 was previously provided at the corresponding Earnings Filing Date), the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Lennox Paton, special Bahamian counsel for the Company, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, of the same tenor as the opinion provided in Annex F, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

4.19

Opinion of Ganado Advocates. Upon commencement of the offering of the Shares under this Agreement, the Company shall furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Ganado Advocates, special Malta counsel for the Company, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, of the same tenor as the opinion provided in Annex G, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

4.20

Opinion of Manager Counsel. At each Representation Date, Cravath, Swaine & Moore LLP, counsel to the Manager, shall deliver a written opinion, dated and delivered the date of such Representation Date and addressed to the Manager, in form and substance satisfactory to the Manager, with respect to the issuance and sale of the Shares, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Manager may reasonably require, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. The Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

4.21

Letters of Independent Accountants. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional amended financial information, (ii) the Shares are delivered to the Manager as principal at a Time of Delivery pursuant to a Terms Agreement, (iii) the Company files an Earnings 6-K, a Quarterly Report on Form 6-K, or an Annual Report on Form 20-F, or (iv) at the Manager’s request and upon reasonable advance notice to the Company, there is filed with the Commission any document which contains financial information (other than an Annual Report on Form 20-F) incorporated by reference into the Prospectus, the Company shall cause the Accountants, or other independent accountants satisfactory to the Manager forthwith, to furnish the Manager a letter, dated the date of commencement or recommencement, effectiveness of such amendment, the date of filing of such supplement or other document with the Commission, or the Time of Delivery, as the case may be, in form satisfactory to the Manager, of the same tenor as the letter referred to in Sections 6.5 of this Agreement, respectively, but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

4.22

Due Diligence. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder), and at each Representation Date, the Company will conduct a due diligence session, in form and substance satisfactory to the Manager, which shall include representatives of the management and the independent accountants of the Company. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request.

4.23

Manager Trading. The Company consents to the Manager and its agents, including without limitation, International Strategy & Investment Group LLC, trading in the Class A Common Shares for their own account and for the account of their clients at the same time as sales of the Shares occur pursuant to this Agreement or pursuant to a Terms Agreement.

4.24

Disclosures in Periodic Reports. At all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer of Shares, the Company shall file its Annual Reports on Form 20-F within the periods required under the Exchange Act and, for each of the first three fiscal quarters of the Company’s fiscal year, Quarterly Reports within 90 days after the end of the period covered under such Quarterly Report, each setting forth consolidated financial statements and financial schedules of the Company and the subsidiaries of the Company, together with related notes, prepared in accordance with Regulation S-X under the Act and with United States generally accepted accounting principles consistently applied at the times and during the periods involved. The Company shall disclose in such Annual Reports on Form 20-F and such Quarterly Reports the number of Shares sold through the Manager under this Agreement, the Net Proceeds to the Company and the compensation paid by the Company with respect to sales of Shares pursuant to this Agreement during the relevant period.

4.25

Failure of Certain Conditions. If to the knowledge of the Company, the conditions set forth in Sections 6.1, 6.6 or 6.7 shall not be true and correct on the applicable Settlement Date, the Company will offer to any person who has agreed to purchase Shares from the Company as the result of an offer to purchase solicited by the Manager the right to refuse to purchase and pay for such Shares.

4.26

Affirmation of Representations and Warranties. At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

4.27

Sufficient Common Shares for Issuance. The Company shall ensure that there are at all times sufficient Class A Common Shares to provide for the issuance, free of any preemptive rights, out of its authorized but unissued Class A Common Shares or Common Shares held in treasury, of the maximum aggregate number of Shares authorized for issuance by the Board pursuant to the terms of this Agreement. The Company will use its commercially reasonable efforts to cause the Shares to be listed for trading on the NYSE and to maintain such listing.

4.28

Delivery of Prospectus. During any period when the delivery of a prospectus relating to the Shares is required under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations thereunder.

4.29

DTC. The Company shall cooperate with Manager and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement through the facilities of DTC.

4.30

Use of Proceeds. The Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Prospectus.

4.31

Investment Company; PFIC. For a period of four years after any Settlement Date, the Company will use its commercially reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become an “investment company” as defined in the 1940 Act. For a period of three years after any Settlement Date, the Company will use its commercially reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become a PFIC that would require action on the part of a shareholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such shareholder.

4.32

PFIC Notice to Shareholders. If the Company notifies its shareholders that it or a subsidiary will be a PFIC, it will contemporaneously give similar notice to the Manager, along with information concerning the potential availability of a “qualified electing fund” election (or elections) under Section 1295 of the Code or any other applicable election with respect to each Teekay Entity that is a PFIC.

4.33

Sanctions Laws and Regulations. The Company will not take, and will cause each subsidiary not to take, directly or indirectly, any action that would reasonably be expected to result in a violation by any U.S. person participating in the offering of the Sanctions Laws and Regulations with respect to the sale of the Shares hereunder. Further, the Company will not use, and will cause each subsidiary not to use, the proceeds from the sale of the Shares, directly or indirectly, (a) for any purpose or activity that would reasonably be expected to cause the Manager or any purchaser of the Shares to be in violation of the Sanctions Laws and Regulations or (b) in connection with business, operations or contracts with any country that is the subject of Sanctions Laws and Regulations, or any agent or “Specially Designated National” of any such country.

Payment of Expenses. The Company agrees to pay the costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto) and the Prospectus, and each amendment or supplement thereto; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement and the Prospectus, and all amendments or supplements thereto, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the registration of the Shares under the Exchange Act and the listing of the Shares on the NYSE; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. It is understood however, that except as provided in Sections 3.1(e), 5 and 7 hereof, the Manager will pay all of its own out of pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement. If Shares having an aggregate offering price of at least $35,000,000 have not been offered and sold under this Agreement and all Terms Agreements by the Manager prior to September 30, 2016 (or such earlier date on which the Company terminates this Agreement), the Company shall reimburse the Manager for all of its reasonable and documented out-of-pocket expenses, including the reasonable and documented fees and disbursements of a single counsel for the Manager, incurred by it in connection with the offering contemplated by this Agreement, including, without limitation, the preparation and negotiation of this Agreement, the original closing with respect to this Agreement and the periodic delivery of documents hereunder; provided, however, that such reimbursement obligation of the Company shall not exceed $100,000.

Conditions to the Obligations of the Manager. The obligations of the Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions:

6.1

The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, threatened.

6.2

The Company shall have furnished or caused to be furnished the opinions and letters from its counsel and accountants as set forth in Section 4, on the dates as set forth in Section 4.

6.3

The Manager shall have received from Cravath, Swaine & Moore LLP, counsel for the Manager, an opinion as set forth in Section 4, on the dates as set forth in Section 4, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

6.4

The Company shall have furnished or caused to be furnished to the Manager, on every date specified in Section 4.13 of this Agreement, a certificate by its principal executive officer and principal financial officer dated as of such date, to the effect that the signer of such certificate has carefully examined the Registration Statement and the Prospectus and any supplements or amendments thereto and this Agreement and that:

(a)

the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date;

(b)

no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued by the Commission and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened;

(c)

since the date of the most recent financial statements included in the Prospectus, there has been no material adverse effect on the general affairs, condition (financial or otherwise), results of operations, business, properties, assets or prospects of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); and

(d)

on those Representation Dates when the opinions referred to in Sections 4.16, 4.18 and 4.19 are not provided, that, to such officer’s knowledge, there has not been any material change in the facts on which the opinions in Sections 4.16, 4.18 and 4.19 are based.

6.5

The Company shall have requested and caused the Accountants to have furnished to the Manager, on every date specified in Section 4.21 hereof and to the extent reasonably requested by the Manager in connection with any offering of the Shares, comfort letters, dated respectively as of such date, in form and substance reasonably satisfactory to the Manager.

6.6

Subsequent to the respective dates as of which information is disclosed in the Registration Statement and the Prospectus, except as otherwise stated therein, there shall not have been (i) any adverse change or decrease specified in the letter or letter referred to in Sections 6.5 or (ii) any adverse change, or any development involving a prospective adverse change that would reasonably be expected to have a Material Adverse Effect, which, in the Manager’s opinion, would materially and adversely affect the market for Shares.

6.7

Since the date of the most recent financial statements included in the Prospectus, there shall not have been any decrease in the rating of any of the debt securities of the Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

6.8

FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

6.9

The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Manager.

6.10

Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Manager such further information, certificates and documents as the Manager may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Manager and counsel for the Manager, this Agreement and all obligations of the Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Manager. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered to the office of Cravath Swaine & Moore LLP, counsel for the Manager, at 825 Eighth Avenue, New York, NY 10019, or electronically to Cravath, Swaine & Moore at an address provided by it to the Company or its counsel, on each such date as provided in this Agreement.

7.	Indemnification and Contribution.

7.1

The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents (including, without limitation, International Strategy & Investment Group LLC) of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Shares as originally filed or in any amendment thereof, or in any Prospectus, Base Prospectus, Prospectus Supplement, or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

7.2

The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by or on behalf of the Manager specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Manager may otherwise have. The Company acknowledges that the statement set forth in the last sentence of the first paragraph under “Plan of Distribution” in the Prospectus constitutes the only information furnished in writing by or on behalf of the Manager for inclusion in the documents referred to in the foregoing indemnity.

7.3

Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Section 7.1 or 7.2 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section 7.1 or 7.2. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.

Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ one separate counsel (in addition to one local counsel for each applicable jurisdiction), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one action or series of related actions in the same jurisdiction representing the indemnified parties who are parties to such action). An indemnifying party will not, without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

7.4

In the event that the indemnity provided in Sections 7.1, 7.2 or 7.3 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Manager agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and the Manager may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Manager on the other hand from the offering of the Shares; provided, however, that in no case shall the Manager be responsible for any amount in excess of total discounts and commissions received by the Manager with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Manager severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Manager on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds (before deducting expenses) received by the Company from sales of the Shares pursuant to this Agreement and any Terms Agreements, and benefits received by the Manager shall be deemed to be equal to the total discounts and commissions received by the Manager in connection therewith. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Manager on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Manager agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 7.4, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls the Manager within the meaning of either the Act or the Exchange Act and each director, officer, employee, agent and affiliates of the Manager shall have the same rights to contribution as the Manager, and each person who controls any of the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 7.4.

8.	Termination.

8.1

The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through the Manager, then Section 4.25 shall remain in full force and effect, (ii) with respect to any pending sale of Shares through the Manager, the obligations of the Company, including in respect of compensation of the Manager, shall remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 5, 7, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

8.2

The Manager shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Sections 5, 7, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

8.3

This Agreement shall remain in full force and effect unless terminated pursuant to Sections 8.1 or 8.2 above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 5, 7, 9, 12, 14, 15 and 16 shall remain in full force and effect.

8.4

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Manager or the Company, as the case may be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 3.1(g) of this Agreement.

8.5

In the case of any purchase of Shares by the Manager pursuant to a Terms Agreement, the obligations of the Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of the Manager, by notice given to the Company prior to the Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading in the Company’s Common Shares shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Manager, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Manager set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by the Manager or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Shares.

10.

Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Manager, will be mailed, delivered or telefaxed to the Evercore Group L.L.C. General Counsel (fax no.: (212) 849-3490) and confirmed to the General Counsel, 55 East 52nd Street, New York, NY 10055, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to Teekay Tankers Ltd., 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda, Attn. Corporate Secretary (fax no. +1 441 292-3931, with a copy to Perkins Coie LLP, 1120 N.W. Couch Street, 10th Floor, Portland, Oregon 97209-4128, Attn: David Matheson (fax no. 503-727-2222).

11.

Successors and Parties in Interest. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, and no other person shall have any right or obligation hereunder. This Agreement has been and is made solely for the benefit of the Manager and the Company and, to the extent provided in Section 7 of this Agreement, the officers, directors, employees, agents and controlling persons referred to in Section 7 and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person shall acquire or have any right under or by virtue of this Agreement.

12.

No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Manager and any affiliate through which it may be acting, on the other, (b) the Manager is acting solely as sales agent and/or principal in connection with the purchase and sale of the Shares and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager has advised or is currently advising it on related or other matters). The Company agrees that it will not claim that the Manager has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transactions contemplated by this Agreement.

13.	Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof.

14.	Applicable Law. This Agreement and any Terms Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

15.	Judicial Proceedings.

15.1

The Company irrevocably (i) agrees that any legal suit, action or proceeding against it arising out of or based upon this Agreement, the transactions contemplated hereby or alleged violations of the securities laws of the United States or any state in the United States may be instituted in any New York court, (ii) waive, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York court and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Watson Farley & Williams LLP, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any such action arising out of or based on this Agreement, the transactions contemplated hereby or any alleged violations of the securities laws of the United States or any state in the United States which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

15.2

If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Manager could purchase U.S. dollars with such other currency in the City of New York on the Business Day preceding that on which final judgment is given. The obligations of the Company in respect of any sum due from it to the Manager shall, notwithstanding any judgment in a currency other than U.S. dollars, not be discharged until the first Business Day, following receipt by the Manager of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Manager may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to the Manager hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, that the party responsible for such judgment shall indemnify the Manager against such loss. If the U.S. dollars so purchased are greater than the sum originally due to the Manager hereunder, the Manager agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Manager hereunder.

16.	Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby.

17.	Counterparts. This Agreement and any Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

18.	Headings. The section headings used in this Agreement and any Terms Agreement are for convenience only and shall not affect the construction hereof.

19.	Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“1940 Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

“Base Prospectus” shall mean the base prospectus referred to in Section 1(a) above contained in the Registration Statement at the Execution Time.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Earnings Announcement” shall mean a press release or other public announcement containing the Company’s earnings, revenues or other results of operations for a quarterly or annual period.

“Earnings 6-K” shall mean a Report on Form 6-K which includes substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data, officers’ quotations and non-GAAP measures and related disclosure) that the Company identifies in such Report on Form 6-K as being incorporated by reference into the Registration Statement.

“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Prospectus” shall mean the Base Prospectus, as supplemented by the Prospectus Supplement.

“Prospectus Supplement” shall mean the latest Prospectus Supplement filed pursuant to Rule 424(b) of the rules and regulations under the Act prior to the relevant Applicable Time.

“Registration Statement” shall mean the registration statement referred to in Section 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

“Rule 158”, , “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” and “Rule 462” refer to such rules under the Act.

“Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

“Settlement Date” has the meaning set forth in Section 3.1(g).

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Manager.

[Signature Page Follows]


Very truly yours,

TEEKAY TANKERS LTD.

By:	/s/ Vincent Lok
	Name:	Vincent Lok
	Title:	Chief Financial Officer


The foregoing Agreement is hereby confirmed and accepted as of the date first written above.

By:	EVERCORE GROUP L.L.C.

By:	/s/ Mark Whatley
	Name:	Mark Whatley
	Title:	Senior Managing Director

Schedule I-A

List of Vessels and Owners


Subsidiary	Jurisdiction of Registration	Vessel Name

Erik Spirit L.L.C.	Bahamas	Erik Spirit

Matterhorn Spirit L.L.C.	Bahamas	Matterhorn Spirit

Everest Spirit Holding L.L.C.	Bahamas	Everest Spirit

Kanata Spirit Holding L.L.C.	Bahamas	Kanata Spirit

Kareela Spirit Holding L.L.C.	Bahamas	Kareela Spirit

Kyeema Spirit Holding L.L.C.	Bahamas	Kyeema Spirit

Ganges Spirit L.L.C.	Bahamas	Ganges Spirit

Narmada Spirit L.L.C.	Malta	Narmada Spirit

Ashkini Spirit L.L.C.	Bahamas	Ashkini Spirit

Yamuna Spirit L.L.C.	Bahamas	Yamuna Spirit

Kaveri Spirit L.L.C.	Bahamas	Kaveri Spirit

Helga Spirit L.L.C.	Bahamas	Helga Spirit

Esther Spirit L.L.C.	Bahamas	Esther Spirit

Iskmati Spirit L.L.C.	Bahamas	Iskmati Spirit

Godavari Spirit L.L.C.	Malta	Godavari Spirit

Axel Spirit L.L.C.	Bahamas	Axel Spirit

Teesta Spirit L.L.C.	Bahamas	Teesta Spirit


Subsidiary	Jurisdiction of Registration	Vessel Name

Americas Spirit L.L.C.	Bahamas	Americas Spirit

Pinnacle Spirit L.L.C.	Bahamas	Pinnacle Spirit

Galway Spirit L.L.C.	Bahamas	Galway Spirit

Summit Spirit L.L.C.	Bahamas	Summit Spirit

Mahanadi Spirit L.L.C.	Bahamas	Mahanadi Spirit

Hugli Spirit L.L.C.	Bahamas	Hugli Spirit

Australian Spirit L.L.C.	Bahamas	Australian Spirit

Donegal Spirit L.L.C.	Bahamas	Donegal Spirit

Limerick Spirit L.L.C.	Bahamas	Limerick Spirit

Zenith Spirit L.L.C.	Bahamas	Zenith Spirit

Teekay Tankers HZ Hull No. H-1586 L.L.C.	Bahamas	Seletar Spirit

Teekay Tankers HZ Hull No. H-1587 L.L.C.	Bahamas	Leyte Spirit

Teekay Tankers HZ Hull No. H-1592 L.L.C.	Bahamas	Sebarok Spirit

Teekay Tankers HZ Hull No. H-1593 L.L.C.	Marshall Islands	Luzon Spirit

Teekay Tankers TS Hull No. S-1415 L.L.C.	Bahamas	Yamato Spirit

Seoul Spirit L.L.C.	Bahamas	Seoul Spirit

Montreal Spirit L.L.C.	Bahamas	Montreal Spirit

Tokyo Spirit L.L.C.	Bahamas	Tokyo Spirit


Subsidiary	Jurisdiction of Registration	Vessel Name

Los Angeles Spirit L.L.C.	Bahamas	Los Angeles Spirit

Beijing Spirit L.L.C.	Bahamas	Beijing Spirit

Moscow Spirit L.L.C.	Bahamas	Moscow Spirit

Atlanta Spirit L.L.C.	Bahamas	Atlanta Spirit

London Spirit L.L.C.	Bahamas	London Spirit

Barcelona Spirit L.L.C.	Bahamas	Barcelona Spirit

Athens Spirit L.L.C.	Bahamas	Athens Spirit

Sydney Spirit L.L.C.	Bahamas	Sydney Spirit

Rio Spirit L.L.C.	Bahamas	Rio Spirit

High-Q Investment Ltd.	Hong Kong	Hong Kong Spirit

Schedule I-B

List of Other Subsidiaries

Subsidiary

•

Teekay Tankers Holdings Limited

•

Nassau Spirit Holding L.L.C.

•

STX Hull No. S1672 L.L.C.

•

STX Hull No. S1673 L.L.C.

•

STX Hull No. S1674 L.L.C.

•

STX Hull No. S1675 L.L.C.

•

High-Q Investment Ltd.

•

Teekay Tankers Operations Ltd.

•

Gemini Tankers L.L.C.

•

Laurel Shipping L.L.C.

•

Teekay Marine Solutions Inc.

•

Teekay Marine Solutions Ltd

•

Freeport Landholdings LLC

•

SPT Marine Transfer Services

•

Taurus Tankers L.L.C.

•

Teekay Chartering Limited

•

Teekay Guardian L.L.C.

•

Teekay Marine Holdings Limited

•

Teekay Marine (Glasgow) Ltd.

•

Teekay Marine (Singapore) Pte Ltd

•

Teekay Marine Ltd.

•

Teekay Workboats LLC

Subsidiary

•

VLCC A Investment L.L.C.

•

VLCC B Investment L.L.C.

Schedule II

Other Agreements

Agreements for the following time chartered-in vessels:

BM Breeze

Four Wind

3.	SN Claudia

4.	Yasa Golden Dardanelles

5.	Yasa Golden Marmara

6.	Swarna Kamal

7.	RBD Anema E Core

8.	Rich Duke II

9.	Desh Bhakt

10.	Blue River

11.	Astro Saturn

12.	FPMC P Hero

13.	SPT Explorer

Agreements for the following time chartered-out vessels:

1.	Americas Spirit

2.	Australian Spirit

3.	Axel Spirit

4.	Erik Spirit

5.	Esther Spirit

6.	Everest Spirit

7.	FPMC P Hero

8.	Godavari Spirit

9.	Helga Spirit

10.	Montreal Spirit

11.	Zenith Spirit

12.	Tokyo Spirit

13.	Sydney Spirit

Annex A

TEEKAY TANKERS LTD.

Class A Common Shares

TERMS AGREEMENT

, 2015

Evercore Group L.L.C.

55 East 52nd Street

New York, New York, 10055

Dear Sirs:

Teekay Tankers Ltd., a corporation incorporated under the laws of the Marshall Islands (the “Company”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated November 18, 2015 (the “Equity Distribution Agreement”), between the Company and Evercore Group L.L.C., to issue and sell to Evercore Group L.L.C. the securities specified in the Schedule I hereto (the “Purchased Shares”)[, and solely for the purpose of covering over-allotments,] to grant to Evercore Group L.L.C. the option to purchase the additional securities specified in the Schedule I hereto (the “Additional Shares”)].

Evercore Group L.L.C. shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares, at the same purchase price per share to be paid by Evercore Group L.L.C. to the Company for the Purchased Shares, less the amount of any dividends declared and payable on the Purchased Shares but not on such Additional Shares. This option may be exercised by Evercore Group L.L.C. at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in the Schedule I hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Shares.

Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by Evercore Group L.L.C., as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,] the Time of Delivery [and any Option Closing Date], except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement [and] [,] the Time of Delivery [and any Option Closing Date] in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares [and the Additional Shares].

An amendment to the Registration Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to the Manager is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and conditions set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Evercore Group L.L.C. and the latter agrees to purchase from the Company the number of the Purchased Shares at the time and place and at the purchase price set forth in the Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Manager and the Company.


TEEKAY TANKERS LTD.

By:
		Name:
		Title:


ACCEPTED as of the date first written above.

Evercore Group L.L.C.

By:
	Name:	Mark Whatley
	Title:	Senior Managing Director


[Form of Terms Agreement]		Schedule I to the Terms Agreement

Title of Purchased Shares [and Additional Shares]:		Class A Common Shares

Number of Purchased Shares:

[Number of Additional Shares:]

[Price to Public:]

Purchase Price by Evercore Group L.L.C.:

Method of and Specified Funds for Payment of Purchase Price:

By wire transfer to a bank account specified by the Company in same day funds.

Method of Delivery:

Free delivery of the Shares to the Manager’s account at The Depository Trust Company in return for payment of the purchase price.

Time of Delivery:

Closing Location:

Documents to be Delivered:

The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing at the Time of Delivery [and on any Option Closing Date]:

(1) The opinions referred to in Sections 4.14-4.19.

(2) The opinion referred to in Section 4.20.

(3) The accountants’ letters referred to in Section 4.21.

(4) The officers’ certificate referred to in Section 4.13.

(5) Such other documents as the Manager shall reasonably request.

Annex B

Form of Watson Farley & Williams LLP Opinion

Formation of the Company. The Company has been duly incorporated and is validly existing in good standing as a corporation under Marshall Islands Law, and has the corporate power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement, and the Prospectus (including by incorporation by reference).

Formation of the Manager. The Teekay Manager is validly existing in good standing as a corporation under Marshall Islands Law, and has the corporate power and authority to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement and the Prospectus.

Formation of Subsidiaries. Each of the Subsidiaries is validly existing in good standing as a limited liability company or a corporation, as applicable, under Marshall Islands Law, and each has the limited liability company or corporate power and authority, as applicable, to own or lease its properties and to conduct its business, in each case in all material respects as described in the Registration Statement and the Prospectus (including by incorporation by reference).

4.	Valid Issuance of the Class A Common Stock. The Shares, when issued and delivered by the Company simultaneously with receipt of payment therefor pursuant to and in compliance with the Distribution Agreement and the Prospectus, will be validly issued, fully paid and nonassessable.

Ownership of Equity Interests in the Subsidiaries. The Company owns of record 100% of the limited liability company interests or shares, as applicable, in each of the Subsidiaries (other than Teekay Tankers Operations Ltd. and Teekay Marine Ltd.). Such limited liability company interests or shares, as applicable, have been duly authorized and validly issued in accordance with the organizational documents of each Subsidiary (collectively, the “Subsidiaries’ Organizational Documents”), are fully paid (to the extent required under the applicable Subsidiaries’ Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Marshall Islands Limited Liability Company Act of 1996 and subject to the provisions of the applicable Subsidiaries’ Organizational Documents).

6.	Ownership of TTOL. Teekay Tankers Holdings Limited owns of record 50% of the stock of Teekay Tanker Operations Ltd.. Such stock has been duly authorized and validly issued in accordance with the organizational documents of Teekay Tanker Operations Ltd.. and are fully paid and nonassessable.

7.	Ownership of Teekay Marine Ltd. Teekay Tanker Operations Ltd. owns of record 100% of the stock of Teekay Marine Ltd. Such stock has been duly authorized and validly issued in accordance with the organizational documents of Teekay Marine Ltd and are fully paid and nonassessable.

Parent Ownership of Class B Shares. As of the date hereof, THL owns of record 23,232,757 of the Company’s Class B common shares, $0.01 par value per share. Such Class B common shares have been duly authorized, validly issued and fully paid (to the extent required under the Company’s organizational documents) and are nonassessable.

No Preemptive Rights or Options. Except as described in the Registration Statement (including by incorporation by reference), there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Company, in each case pursuant to the organizational documents of the Company.

10.

Authority and Authorization. The Company has all requisite corporate power to execute and deliver the Distribution Agreement, to perform its obligations thereunder, including without limitation the issuance, sale and delivery of the Shares as contemplated thereunder, and to consummate the other transactions contemplated thereby, all in accordance with and upon the terms and conditions set forth in the Distribution Agreement, the Registration Statement and the Prospectus.

11.	Due Execution and Delivery of the Distribution Agreement. The Distribution Agreement has been duly authorized, validly executed and delivered by the Company.

12.

No Conflicts. The execution, delivery and performance of the Distribution Agreement by the Company, including without limitation the offering, issuance and sale of the Shares as contemplated thereunder, or the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or constitute a violation of the organizational documents of any Company Entity, or (ii) violate any statute, law, rule, regulation, judgment, order or decree of which such counsel is aware of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority situated in the Republic of the Marshall Islands directed to the Company or result in a proceeding before such court, regulatory body, administrative agency, governmental body, arbitrator or other authority in the Republic of the Marshall Islands to which either of them is a party.

13.

No Consents. Except as referred to (including by incorporation by reference) or described in the Prospectus, no permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body of the Republic of the Marshall Islands having jurisdiction over the Company or any of its properties is required in connection with the execution and delivery of the Distribution Agreement by the Company, or the performance of the transactions contemplated thereby, including without limitation the offering, issuance and sale of the Shares as contemplated thereunder.

14.

Permits. To the knowledge of such counsel, no permits, consents, licenses, franchises, concessions, certificates and authorizations (collectively, “Permits”) of, or declarations or filings with, any governmental or regulatory authorities of the Republic of the Marshall Islands are required for any Company Entity to own or lease its properties and to conduct its business in the manner described in the Prospectus, other than such Permits, declarations or filings with any Republic of the Marshall Islands governmental authority currently held or previously obtained, applied, received or filed by any Company Entity.

15.

Accuracy of Statements. The statements in the Prospectus under the captions “Non-United States Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities”, insofar as they purport to constitute summaries of Marshall Islands Law or legal conclusions of Marshall Islands Law, fairly describe in all material respects the portions of the statutes and regulations addressed thereby, subject to the qualifications and assumptions stated therein.

16.	Choice of Law. The choice of New York law to govern the Distribution Agreement constitutes a valid choice of law under Marshall Islands Law.

17.	Exclusive Jurisdiction. The submission by the Company to the exclusive jurisdiction of any New York court is a valid submission under Marshall Islands Law.

18.

Enforcement of Judgments. A judgment granted by a foreign court against the Company may be recognized in the Republic of the Marshall Islands, to the extent that the foreign judgment grants or denies recovery of a sum of money, other than a judgment for taxes, a fine or other penalty, or a judgment for support in matrimonial matters, and so long as the judgment is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal (although the court may stay in proceedings until the relevant appeal has been determined or until the expiration of a period of time sufficient to enable the defendant to prosecute the appeal). A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Marshall Islands, (iv) the judgment conflicts with another final and conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction based only on personal service, the foreign court was a seriously inconvenient forum for the trial of the action.

Annex C

Form of Internal Counsel Opinion

In the course of the Offering, such counsel has examined originals, or copies certified or otherwise identified to his satisfaction, of the Registration Statement and the Prospectus Supplement and has participated in conferences with officers and other representatives of the Company and the independent public accountants of the Company and their representatives, at which the contents of the Registration Statement and the Prospectus Supplement and related matters were discussed, and although such counsel has not independently verified, is not passing on, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement or the Prospectus Supplement, no facts have come to such counsel’s attention that lead such counsel to believe that (other than with respect to (x) the financial statements included therein, including the notes and schedules thereto and the auditors’ reports thereon, and (y) the other financial and statistical information included therein, as to which such counsel does not comment): (a) the Registration Statement, as of the most recent Effective Date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Prospectus Supplement, as of the date hereof, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Annex D

Form of English Law Opinion of

Watson Farley & Williams LLP

Enforceability of Management Agreement and Pooling Agreements. Each of the Management Agreement and the Pooling Agreements constitutes a valid and legally binding obligation of each of the parties thereto, enforceable against each such party in accordance with its respective terms, except that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

2.	Applicable Law. An English court would hold that English law is the applicable law of the Management Agreement and the Pooling Agreements.

No Consents. No permission, filing or approval of any governmental authority in England applicable to companies generally is required in connection the Management Agreement and the Pooling Agreements for them to be valid or enforceable under English law; and it is not necessary to register the Management Agreements or the Pooling Agreements in any public office in England.

Annex E

Form of Perkins Coie LLP Opinion

1.	Tax Opinion. The opinion of Perkins Coie LLP that is filed as Exhibit 8.1 to the Registration Statement is confirmed and the Manager may rely upon such opinion as if it were addressed to them.

2.	No Registration Rights. Except as described or incorporated by reference into the Prospectus, to the knowledge of such counsel, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

Accuracy of Statements. The statements in the Company’s Annual Report for the year ended December 31, 2014 on Form 20-F, as amended, and incorporated by reference into the Registration Statement and the Prospectus under the captions “Operating and Financial Review and Prospects– Management’s Discussion and Analysis of Financial Condition and Results of Operations– Liquidity and Capital Resources– Liquidity and Cash Needs,” “Information on the Company– Business Overview– Our Charters and Participation in the Gemini Suezmax Pool, Teekay Aframax Pool and Taurus Tankers LR2 Pool – Voyage Charters,” “Information on the Company– Business Overview– Our Charters and Participation in the Gemini Suezmax Pool, Teekay Aframax Pool and Taurus Tankers LR2 Pool – Time Charters,” “Major Shareholders and Related Party Transactions– Related Party Transactions– Management Agreement,” “Major Shareholders and Related Party Transactions– Related Party Transactions– Pooling Agreements– Teekay Aframax Pools,” “Major Shareholders and Related Party Transactions– Related Party Transactions– Pooling Agreements–Taurus Tankers LR2 Pool” and “Major Shareholders and Related Party Transactions– Related Party Transactions– Business Opportunities”; and the statements in the Company’s Report on Form 6-K for the quarterly period ended September 30, 2015 and incorporated by reference into the Registration Statement and the Prospectus Supplement under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations– Liquidity and Capital Resources– Liquidity and Cash Needs,” in each case insofar as the statements purport to describe the provisions of documents and laws referred to therein, are accurate in all material respects; provided, however, that we do not express any opinion with respect to Marshall Islands law or the laws of any other jurisdiction other than the federal laws of the United States of America.

Effectiveness of Registration Statement. The Registration Statement has been declared effective by the Commission. To our knowledge, no stop order suspending effectiveness of the Registration Statement has been issued under the Act and no proceedings for this purpose have been instituted or are pending or threatened by the Commission. Any required filing of the Prospectus and any supplements thereto pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by Rule 424(b).

Compliance as to Form. Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus Supplement, each of the Registration Statement and Prospectus Supplement (except for the financial statements and financial schedules and other financial information included therein, as to which we express no opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder.

6.	Investment Company. The Company is not an “investment company” required to be registered under the Investment Company Act of 1940, as amended.

No Conflicts. The Company’s (i) offering, issuance and sale of the Securities, and (ii) execution and delivery of the Distribution Agreement and consummation of the transactions contemplated thereby do not breach or result in a default under any Material Agreement, which breach or default would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Material Agreement” means any indenture, contract, mortgage, deed of trust, note agreement, loan agreement, lease or other agreement or instrument filed as an exhibit to the Registration Statement (including any document filed as an exhibit to any document incorporated by reference into the Registration Statement).

In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Manager and representatives of the independent auditors of the Company at which the contents of the Registration Statement and the Prospectus Supplement were discussed. Such counsel shall also state that, although such counsel assumes no responsibility for the factual accuracy, completeness or fairness of any statements (other than as set forth in paragraph 3 above, subject to the assumptions, exclusions and qualifications set forth in such counsel’s opinion) made in (a) the Registration Statement or any amendment thereto, (b) the Prospectus Supplement or any amendment or supplement thereto, or (c) the documents incorporated by reference in the Prospectus or any further amendment or supplement thereto, nothing has come to such counsel’s attention that causes such counsel to believe that: (a) the Registration Statement or the prospectus included therein (except for the financial statements and financial schedules and other financial information included therein, as to which such counsel makes no statement) at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Prospectus Supplement (except for the financial statements and financial schedules and other financial information included therein, as to which such counsel makes no statement) as of the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Annex F

Form of Lennox Paton Opinion

Ownership of Vessels. Each of the vessels identified in Schedule I-A hereto as registered under the laws of the Bahamas is registered under the law of the Bahamas in the ownership of the owning entity identified in Schedule I-A hereto, free and clear of any and all recorded pledges, liens, encumbrances, security interests, charges, equities or other claims, except (i) as described, and subject to limitations contained, in the Prospectus or (ii) as do not materially affect the value of such property, taken as a whole, as they have been used in the past and are proposed to be used in the future, as described in the Prospectus.

Annex G

Form of Ganado Advocates Opinion

We are of the opinion that, as of 18 November, 2015, the Narmada Spirit is registered under the laws of Malta and under the Maltese flag at the port of Valletta, Malta and is documented in the ownership of the Narmada Spirit L.L.C., subject to a first priority Mortgage “A” dated 4th April 2011 at 17:35 hours in favor of Nordea Bank Finland plc of 437, Madison Avenue, New York, USA. We can confirm that no other liens, encumbrances, security interests, charges, equities or other claims are registered over the said Vessel other than the aforesaid mortgage.

We are of the opinion that, as of 18 November, 2015, the Godavari Spirit is registered under the laws of Malta and under the Maltese flag at the port of Valletta, Malta and is documented in the ownership of the Godavari Spirit L.L.C., subject to a first priority Mortgage “B” dated 15th June 2012 at 15:22 hours in favor of Nordea Bank Finland plc of 437, Madison Avenue, New York, USA. We can confirm that no other liens, encumbrances, security interests, charges, equities or other claims are registered over the said Vessel other than the aforesaid mortgage.

Exhibit 5.1

LOGO

Teekay Tankers Ltd.

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton HM 08

Bermuda

Our reference: 25248.50020/80400782v2

November 18, 2015

Registration Statement on Form F-3 – Exhibit 5.1 Opinion

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Teekay Tankers Ltd. (the “Company”) in connection with the issuance and sale by the Company of up to $80,000,000 aggregate offering price of shares of Class A Common Stock, par value $0.01 per share, being issued and sold by the Company pursuant to the Company’s Registration Statement on Form F-3 (No. 333-205643) filed July 13, 2015 and declared effective on July 23, 2015 (the “Registration Statement”), the prospectus dated July 13, 2015 (the “Base Prospectus”), and the prospectus supplement to the Base Prospectus dated November 18, 2015 (the “Prospectus Supplement”).

This opinion is being delivered to you at the request of the Company in accordance with the requirements of the Equity Distribution Agreement (the “Distribution Agreement”) dated November 18, 2015, between the Company and Evercore Group L.L.C. This opinion relates to the issuance and sale by the Company of shares of Class A Common Stock having an aggregate gross sales price of $80,000,000 inclusive of all outstanding shares of Class A Common Stock previously issued pursuant to the Distribution Agreement (all such shares of Class A Common Stock, other than those shares of Class A Common Stock already issued, the “Shares”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)	the Registration Statement;

(ii)	the Base Prospectus;

(iii)

the Prospectus Supplement;

(iv)	the Distribution Agreement; and

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(v)	such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary.

In such examination, we have assumed: (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct, and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion, we have also assumed:

(i)	that the issuance and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Base Prospectus and the Prospectus Supplement and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii)	that the Distribution Agreement will have been duly and validly authorized by the parties thereto (other than the Company), and executed and delivered by the parties thereto; and

(iii)

the validity and enforceability of the Distribution Agreement against the parties thereto.

As to any questions of fact material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid certificates or comparable documents, and the representations and warranties of the Company contained in the Distribution Agreement. We have not independently verified the facts so relied on.

To the extent it may be relevant to the opinion expressed below, we have assumed that the Company will have sufficient authorized but unissued shares of Class A Common Stock on the date of any issuance of the Shares registered pursuant to the Registration Statement (after taking account any shares reserved for issuance).

This opinion letter is limited to Marshall Islands Law. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that when the Shares are issued and delivered upon receipt of payment therefor by the Company in accordance with the terms of the Distribution Agreement, the Registration Statement, the Base Prospectus and the Prospectus Supplement, the Shares will be validly issued, fully paid and nonassessable.

80400782v2

Page 3

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We consent to the filing of this opinion as an exhibit to a Report on Form 6-K of the Company, the discussion of this opinion in the Registration Statement, and to the references to our firm in the Registration Statement, the Base Prospectus and the Prospectus Supplement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

/s/ Watson Farley & Williams LLP

Watson Farley & Williams LLP

80400782v2

Exhibit 8.1

November 18, 2015

Teekay Tankers Ltd.

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM 08

Bermuda

Re:

Teekay Tankers Ltd. Registration Statement on Form F-3

Ladies and Gentlemen:

We have acted as counsel to Teekay Tankers Ltd., an entity organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), in connection with the offer and sale of shares of Class A common stock of the Company pursuant to a registration statement on Form F-3 dated July 13, 2015 (No. 333-205643) (the “Registration Statement”) and the prospectus supplement dated November 18, 2015 (the “Prospectus Supplement”) for the registration of the sale from time to time of up to $80,000,000 aggregate offering price of shares of Class A common stock of the Company.

You have requested our opinion regarding certain United States federal income tax considerations that may be relevant to prospective common shareholders. In rendering our opinion, we have examined and relied upon the truth, accuracy, and completeness of the facts, statements and representations contained in (i) the Registration Statement and the Prospectus Supplement, (ii) the certificate of the Company and certain of its affiliates (the “Tax Certificate”), and (iii) such other documents, certificates, records, statements and representations made by the Company as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have not, however, undertaken an independent investigation of any factual matter set forth in any of the foregoing.

In addition, we have assumed, with your permission, (i) that the statements and representations concerning the Company and its operations contained in the Registration Statement and the Prospectus Supplement and the statements and representations contained in the Tax Certificate are true, correct and complete and will remain true, correct and complete at all relevant times, (ii) the authenticity of original documents submitted to us and the conformity to the originals of documents submitted to us as copies and (iii) that any statement or representation contained in the Tax Certificate with the qualification “to the knowledge of” or “based on the belief of” or other similar qualification, is true, correct and complete and will remain true, correct and complete at all relevant times, in each case without such qualification.

Based upon the foregoing, and subject to the limitations, qualifications, assumptions and caveats set forth herein and in the Registration Statement, we hereby confirm our opinions set forth in, and as of the date of, the Registration Statement under the heading “Material United States Federal Income Tax Considerations.”

This opinion addresses only the matters of United States federal income taxation specifically described under the heading “Material United States Federal Income Tax Considerations” in the Registration Statement. This opinion does not address any other United States federal tax consequences or any state, local or foreign tax consequences that may be relevant to prospective shareholders.

Teekay Tankers Ltd.

November 18, 2015 Page 2

We hereby consent to the discussion of this opinion in the Registration Statement, to the filing of this opinion as an exhibit to the Prospectus Supplement and to the use of our name under the captions “Legal Matters” and “Material United States Federal Income Tax Considerations” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), nor do we admit that we are experts with respect to any part of the Registration Statement or Prospectus Supplement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Perkins Coie LLP

Perkins Coie LLP

Exhibit 8.2

LOGO

Teekay Tankers Ltd.

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton HM 08

Bermuda

Our reference: 25248.50020/80400783v2

November 18, 2015

Registration Statement on Form F-3 – Exhibit 8.2 Opinion

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Teekay Tankers Ltd. (the “Company”) in connection with the issuance and sale by the Company of up to $80,000,000 aggregate offering price of shares of the Company’s Class A common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form F-3 (No. 333-205643) filed July 13, 2015 and declared effective on July 23, 2015 (the “Registration Statement”), the prospectus dated July 13, 2015 (the “Base Prospectus”), and the prospectus supplement to the Base Prospectus dated November 18,, 2015 (the “Prospectus Supplement”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)	the Registration Statement;

(ii)	the Base Prospectus;

(iii)

the Prospectus Supplement; and

(iv)	such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and other affiliates of the Company as we have deemed relevant and necessary.

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Based on the facts as set forth in the Registration Statement, the Base Prospectus and the Prospectus Supplement, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we hereby confirm that we have reviewed the discussion set forth in the Prospectus Supplement under the caption “Non-United States Tax Considerations” and we confirm that the statements in such discussion, to the extent they constitute legal conclusions, unless otherwise noted, are the opinion of Watson Farley & Williams LLP with respect to Marshall Islands tax consequences as of the date of the Prospectus Supplement (except for the representations and statements of fact of the Company included under such caption, as to which we express no opinion).

We consent to the filing of this opinion as an exhibit to a [Report on Form 6-K] of the Company, the discussion of this opinion in the Registration Statement, and to the references to our firm in the Registration Statement, the Base Prospectus and the Prospectus Supplement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

/s/ Watson Farley & Williams LLP

Watson Farley & Williams LLP

80400783v2

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

TEEKAY TANKERS LTD.

AND

THE OTHER PARTIES LISTED

ON SCHEDULE I HERETO

Dated as of August 4, 2015

TABLE OF CONTENTS


		Page

ARTICLE I

SECTION 1.01.	Defined Terms		1
SECTION 1.02.	Other Interpretive Provisions		5

ARTICLE II

SECTION 2.01.	Shelf Registration		6
SECTION 2.02.	Black-out Periods		9
SECTION 2.03.	Registration Procedures		9
SECTION 2.04.	Underwritten Offerings		13
SECTION 2.05.	No Inconsistent Agreements; Additional Rights		13
SECTION 2.06.	Registration Expenses		14
SECTION 2.07.	Rules 144 and 144A and Regulation S		14
SECTION 2.08.	Limitation on Underwritten Offerings		14
SECTION 2.09.	Clear Market		14
SECTION 2.10.	In-Kind Distributions		15
SECTION 2.11.	Restrictive Legends and Transfer Restrictions		15

ARTICLE III

SECTION 3.01.	Representations and Warranties		16

ARTICLE IV

SECTION 4.01.	Indemnification		16

ARTICLE V

SECTION 5.01.	Term		18
SECTION 5.02.	Injunctive Relief		18
SECTION 5.03.	Notices		19
SECTION 5.04.	Recapitalization		19
SECTION 5.05.	Amendment		19
SECTION 5.06.	Successors, Assigns and Transferees		19
SECTION 5.07.	Binding Effect		20
SECTION 5.08.	Third Party Beneficiaries		20
SECTION 5.09.	Governing Law; Jurisdiction; Agent For Service		20
SECTION 5.10.	Waiver of Jury Trial		21
SECTION 5.11.	Immunity Waiver		21
SECTION 5.12.	Entire Agreement		21
SECTION 5.13.	Severability		21
SECTION 5.14.	Counterparts		21
SECTION 5.15.	Joinder		21

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made, entered into and effective August 4, 2015 by and among Teekay Tankers Ltd., a Marshall Islands corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.

WITNESSETH:

WHEREAS, the Company has proposed to conduct a series of transactions in which certain wholly owned subsidiaries of the Company (the “Teekay Buyers”) will purchase assets from certain wholly owned indirect subsidiaries of Veritable Maritime Holdings, LLC (the “Veritable Sellers”), pursuant to the agreements set forth on Schedule II hereto (collectively, the “Memoranda of Agreement”);

WHEREAS, in order to facilitate, and as partial consideration for, the transactions contemplated by the Memoranda of Agreement (collectively, the “Transactions”), pursuant to which and subject to the satisfaction or waiver of the conditions set forth therein, the Teekay Buyers have agreed to pay to the Veritable Sellers shares of the Company’s Class A common stock, par value $0.01 (such shares issued by the Company in connection with the Transactions being, collectively, the “Common Stock”);

WHEREAS, in support of the Transactions, the Company has committed to make the representations and warranties regarding the Company Shares (as defined below) as set forth in Article III; and

WHEREAS, the Company has committed to prepare and file a Shelf Registration Statement (as defined below), registering offers and sales of the Company Shares (as defined below) owned by the Investors (as defined below), pursuant to Rule 415 under the Securities Act.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and subject to the satisfaction or waiver of the conditions hereof, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Adverse Disclosure” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with outside counsel to the Company, would be required to be made in any Registration Statement filed with the Commission by the Company so that such Registration Statement would not contain a material misstatement of fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and would not be required to be made at such time but for the filing of such Registration Statement, but which information the Company has a bona fide business purpose for not disclosing publicly.

“Affiliate” has the meaning specified in Rule 12b-2 under the Exchange Act; provided that no Holder shall be deemed an Affiliate of the Company or its Subsidiaries for purposes of this Agreement; provided further that neither portfolio companies (as such term is commonly used in the private equity industry) of an Investor nor limited partners, non-managing members or other similar direct or indirect investors in an Investor shall be deemed to be Affiliates of such Investor. The term “Affiliated” has a correlative meaning.

“Agreement” has the meaning set forth in the preamble.

“Authorized Agent” has the meaning set forth in Section 5.09.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York are required or authorized by law or executive order to be closed.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” has the meaning set forth in the recitals.

“Company” has the meaning set forth in the preamble.

“Company SEC Documents” has the meaning set forth in Annex A.

“Company Share Equivalents” means securities exercisable, exchangeable or convertible into Company Shares and any options, warrants or other rights to acquire Company Shares.

“Company Shares” means shares of Common Stock, any securities into which such shares of Common Stock shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions with respect to such shares of Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Filing Date” means, with respect to the Shelf Registration Statement required pursuant to the first sentence of Section 2.01(a), the 15^th calendar day following the execution of the Memoranda of Agreement.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Foreign Private Issuer” means a “foreign private issuer,” as defined in Rule 405 under the Securities Act.

“Form F-1” means a registration statement on Form F-1 under the Securities Act.

“Form F-3” means a registration statement on Form F-3 under the Securities Act.

“Form F-4” means a registration statement on Form F-4 under the Securities Act.

“Form S-8” means a registration statement on Form S-8 under the Securities Act.

“Governmental Authority” means any United States federal, state, local (including county or municipal) or foreign governmental, regulatory or administrative authority, agency, division, instrumentality, commission, court, judicial or arbitral body or any securities exchange or similar self-regulatory organization.

“Holder” means any holder of Registrable Securities that is a party hereto or that succeeds to rights hereunder pursuant to Section 5.06.

“Initiating Shelf Take-Down Holder” has the meaning set forth in Section 2.01(e)(i).

“Investor” means the Veritable Holders.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

“Loss” or “Losses” has the meaning set forth in Section 4.01(a).

“Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section 2.01(e)(iii).

“Marketed Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.01(e)(iii).

“Material Adverse Effect” means any event, occurrence, development or state of circumstances or facts that, individually or together, has a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Company or (ii) the ability of the Company to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or relates to (w) the announcement of the transactions contemplated by this Agreement, the Memoranda of Agreement or the satisfaction of the obligations set forth herein or therein, (x) a general deterioration in the economy or changes in the general state of the industries in which the Company operates, except to the extent that the Company is adversely affected in a disproportionate manner as compared to other industry participants, (y) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, or (z) any change in accounting requirements or principles imposed upon the Company or its business or any change in applicable law or regulation, or the interpretation thereof.

“Maximum Offering Size” means, with respect to any offering that is underwritten, the number of securities that, in the good-faith opinion of the managing underwriter or underwriters in such offering (as evidenced by a written notice to the relevant Holders and the Company), can be sold in such offering without being likely to have a significant adverse effect on the price, timing or the distribution of the securities offered or the market for the securities offered.

“Memoranda of Agreement” has the meaning set forth in the recitals.

“NYSE” has the meaning set forth in Annex A.

“Participating Holder” means, with respect to any Registration, any Holder of Registrable Securities covered by the applicable Registration Statement.

“Participating Investor” means, with respect to any Registration, any Investor that is a Holder of Registrable Securities covered by the applicable Registration Statement.

“Permitted Assignee” has the meaning set forth in Section 5.06.

“Person” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a Governmental Authority or political subdivision thereof or any other entity.

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.

“Registrable Securities” means any Company Shares or any other securities that may be issued or distributed or be issuable or distributable in respect of, or in substitution for, any Company Shares by way of conversion, exercise, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case whether now owned or hereafter acquired by an Investor; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (a) to the extent (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities have been distributed pursuant to Rule 144 or Rule 145 of the Securities Act (or any successor rule), (iii) a Registration Statement on Form S-8 covering such Registrable Securities is effective or (iv) such Registrable Securities are otherwise transferred, assigned, sold,

conveyed or otherwise disposed of and thereafter such securities may be resold without subsequent Registration under the Securities Act and (b) unless earlier ceasing to be Registrable Securities under clause (a) of this definition, on the first anniversary of the date of this Agreement, when no such securities shall be deemed to continue to constitute Registrable Securities for purposes of this Agreement.

“Registration” means a registration with the Commission of securities of the Company under a Registration Statement. The term “Register” shall have a correlative meaning.

“Registration Expenses” has the meaning set forth in Section 2.06.

“Registration Statement” means the registration statement of the Company that covers the offer and sale of Registrable Securities pursuant to the provisions of this Agreement filed with, or to be filed with, the Commission under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“Requesting Investor” means, with respect to a Shelf Registration, any Investor holding at least 1% of the Company’s then-outstanding shares of Class A common stock.

“Restricted Period” has the meaning set forth in Section 2.09(b).

“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

“Rule 415 Limitation” has the meaning set forth in Section 2.01(a).

“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Shareholder Party” has the meaning set forth in Section 4.01(a).

“Shelf Period” has the meaning set forth in Section 2.01(b).

“Shelf Registration” has the meaning set forth in Section 2.01(a).

“Shelf Registration Statement” means a Registration Statement filed with the Commission on either (i) Form F-3 or (ii) solely if the Company is not permitted to file a Registration Statement on Form F-3 or register all Registrable Securities on such form, an evergreen Registration Statement on Form F-1 (which, in the case the Company is not permitted to register all Registrable Securities on Form F-3, shall register any such shares not registered on Form F-3), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering the offer and sale of all or any portion of the Registrable Securities, as applicable.

“Shelf Suspension” has the meaning set forth in Section 2.01(d).

“Shelf Take-Down” has the meaning set forth in Section 2.01(e)(i).

“Special Registration” has the meaning set forth in Section 2.09.

“Specified Courts” has the meaning set forth in Section 5.09.

“Subsidiary” means, with respect to any Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent ownership interests entitled (without regard to the occurrence of any

contingency) to vote in the election of directors, managers, trustees or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if no such governing body exists at such entity, a majority of the total voting power of shares of stock or equivalent ownership interests of the entity is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing member or general partner of such limited liability company, partnership, association or other business entity.

“Teekay Buyers” has the meaning set forth in the recitals.

“Transactions” has the meaning set forth in the recitals.

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters (or other counterparty) for reoffering to the public.

“Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.01(e)(ii).

“Veritable” means Veritable Maritime Holdings, LLC.

“Veritable Holders” means Veritable, its Subsidiaries and its and their respective successors and Affiliates to the extent that they are beneficial owners of Company Shares.

“Veritable Holders Majority” means, as of any date, Veritable Holders holding a majority of the Registrable Securities then held by all Veritable Holders.

“Veritable Sellers” has the meaning set forth in the recitals.

SECTION 1.02. Other Interpretive Provisions. (a) In this Agreement, except as otherwise provided:

(i) A reference to an Article, Section, Schedule or Exhibit is a reference to an Article or Section of, or Schedule or Exhibit to, this Agreement, and references to this Agreement include any recital in or Schedule or Exhibit to this Agreement.

(ii) The Schedules and Exhibits form an integral part of and are hereby incorporated by reference into this Agreement.

(iii) Headings and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.

(iv) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited liability companies and vice versa.

(v) Unless the context otherwise requires, the words “hereof” and “herein,” and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or clause. The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(vi) A reference to any legislation or to any provision of or form or rule promulgated under any legislation shall include any amendment, modification, substitution or re-enactment thereof.

(vii) Unless otherwise expressly set forth herein, all determinations to be made by the Veritable Holders or the Company hereunder may be made by Veritable or the Company, as applicable, in its sole discretion, and Veritable or the Company may determine, in its sole discretion, whether or not to take actions that are permitted, but not required, by this Agreement to be taken by Veritable or the Company, as applicable, including the giving of consents required hereunder.

(viii) At any time the Company is not a Foreign Private Issuer, any references in this Agreement to a form or filing that may be made by a Foreign Private Issuer shall be deemed to be references to the corresponding form or filing that may be made by an entity that is not a Foreign Private Issuer.

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intention or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

ARTICLE II

REGISTRATION RIGHTS

SECTION 2.01. Shelf Registration.

(a) Filing. On or prior to the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering the resale of all Registrable Securities. If at such time the Company is eligible for use of Form F-3, such Registration shall be made on such form. The Shelf Registration Statement described in this Section 2.01(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement (including any plan of distribution that Veritable, on behalf of the Participating Investors, reasonably approves prior to the filing of such Shelf Registration Statement) and Rule 415 under the Securities Act (such Registration Statement, together with any Registration Statement to replace such Registration Statement upon expiration thereof, if any, is referred to hereinafter as the “Shelf Registration”). Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in any event no later than October 30, 2015. The Company shall use its reasonable best efforts to address any comments from the Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with applicable SEC rules and regulations. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”) or otherwise, such Shelf Registration Statement shall Register the resale of a number of Company Shares which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 2.01, the Company shall continue to use its reasonable best efforts to Register all remaining Registrable Securities as set forth in this Article II, whether by way of amending such Shelf Registration Statement or filing a new Registration Statement. In such event, the number of Company Shares to be Registered for each Holder in the applicable Shelf Registration Statement shall be reduced pro rata among all then applicable Holders. The Company shall bear all Registration Expenses in connection with the Shelf Registration pursuant to this Section 2.01, whether or not such Shelf Registration becomes effective.

(b) Continued Effectiveness. Except as provided herein, the Company shall use its reasonable best efforts to keep the Shelf Registration Statement filed pursuant to Section 2.01(a) continuously effective under the Securities Act until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to such Shelf Registration Statement, (ii) the date on which this Agreement terminates under Section 5.01(ii) with respect to all Investors and (iii) such shorter period as all of the Investors with respect to such Shelf Registration shall agree in writing (such period of effectiveness, the “Shelf Period”). Subject to Section 2.01(d), the Company shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period for purposes of this Section 2.01(b) if the Company voluntarily and intentionally takes any action or omits to take any action that would result in Holders not being able to offer and sell any

Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period in accordance with the terms of this Agreement, unless such action or omission is (x) a Shelf Suspension permitted pursuant to Section 2.01(d) or (y) required by applicable law, rule or regulation.

(c) Certain Undertakings. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) the Shelf Registration Statement (as of the effective date of such Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Form requirements and SEC rules and regulations and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC rules and regulations and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.

(d) Suspension of Registration. If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the continued use of the Shelf Registration Statement filed pursuant to Section 2.01(a) would require the Company to make an Adverse Disclosure, then the Company may suspend use of such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company, unless otherwise approved in writing by (i) the Veritable Holders Majority (for so long as the Veritable Holders hold any Registrable Securities), shall not be permitted to exercise a Shelf Suspension more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Holder agrees that, upon delivery of any certificate by the Company set forth in the first sentence of this Section, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until the Company informs such Holder in accordance with this Section 2.01(d) that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation (and in which case such Holder, to the extent not prohibited by law, shall provide advance notice of such proposed disclosure to the Company) and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall promptly notify the Holders upon the termination of any Shelf Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain a material misstatement of fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by the Company for the Registration or by SEC rules and regulations, or as may reasonably be requested by any Holder.

(e) Shelf Take-Downs.

(i) An offering or sale of Registrable Securities pursuant to the Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated only by an Investor (an “Initiating Shelf Take-Down Holder”). Except as set forth in Section 2.01(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder.

(ii) Subject to Section 2.08, if the Initiating Shelf Take-Down Holder elects by written request to the Company, a Shelf Take-Down shall be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down Notice”) and the Company shall amend or supplement the applicable Shelf Registration Statement for such purpose as soon as practicable. Subject to clause (iii) below, such Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be reasonably acceptable to the Company (it being understood that UBS Investment Bank as managing underwriter or underwriter shall be reasonably acceptable to the Company).

(iii) Subject to Section 2.03(a)(xxi), if the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Holders (other than the Initiating Shelf Take-Down Holder), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Holders that are Registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within one (1) Business Day after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered; provided, that if the managing underwriter or underwriters of any proposed Marketed Underwritten Shelf Take-Down informs the Holders that have requested to participate in such Marketed Underwritten Shelf Take-Down in writing that, in its or their good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the securities to be included in such Marketed Underwritten Shelf Take-Down shall be (i) first, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Marketed Underwritten Shelf Take-Down, which number shall be allocated (1) first to the Registrable Securities requested to be included in such Marketed Underwritten Shelf Take-Down by the Initiating Shelf Take-Down Holder, and (2) second to the Registrable Securities requested to be included in such Marketed Underwritten Shelf Take-Down by any Requesting Investor who is not the Initiating Shelf Take-Down Holder on a pro rata basis and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Marketed Underwritten Shelf Take-Down, which such number shall be allocated pro rata among the Holders (excluding the Requesting Investors) that have requested to participate in such Marketed Underwritten Shelf Take-Down 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 Holder’s request shall be reallocated among the remaining requesting Holders in like manner). The Holders of a majority of the Registrable Securities to be included in any Marketed Underwritten Shelf Take-Down shall have the right to select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be reasonably acceptable to the Company (it being understood that UBS Investment Bank as managing underwriter or underwriter shall be reasonably acceptable to the Company). No holder of securities of the Company shall be permitted to include such holder’s securities in any Marketed Underwritten Offering except for Holders who wish to include Registrable Securities pursuant to this clause (iii).

(iv) The Company shall use its reasonable best efforts to cooperate in a timely manner with any request of the Requesting Investors in respect of any block trade that is Registered pursuant to a Shelf Registration (each, an “Alternative Transaction”), including (A) having appropriate representatives of the Company, upon reasonable request and at reasonable times, available to answer questions and make presentations to any prospective purchasers of Registrable Securities in such Alternative Transaction and (B) responding to reasonable information requests from prospective purchasers of Registrable Securities in such Alternative Transaction. Notwithstanding the foregoing provisions of this Section 2.01(e)(iv) or anything else to the contrary in this Agreement, the Company will not be required to (1) provide such cooperation with respect to more than two such sales efforts or (2) disclose to the transferee any material the Company deems to constitute material, non-public information to the extent that such information would not otherwise be required under the Securities Act or the rules and regulations promulgated thereunder to be included or incorporated by reference in the Registration Statement (provided, however, no such disclosure to the transferee shall be required during any suspension pursuant to Section 2.01(d)).

SECTION 2.02. Black-out Periods.

(a) Black-out Period for the Company and Others. In the case of an offering of Registrable Securities pursuant to Section 2.01 that is an Underwritten Offering, the Company and each of the Holders agree, if requested by the managing underwriter or underwriters with respect to such Underwritten Offering, not to, without the prior written consent of the managing underwriter or underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company, such Holder or their respective affiliates) directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of the Company’s Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock, or publicly announce an intention to effect any such transaction, during the period beginning seven (7) days before, and ending up to 45 days after, the date of the underwriting agreement for such Marketed Underwritten Shelf Take-Down,; provided, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on (i) the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions), in their capacities as such in connection with Underwritten Offering; provided, further, that nothing herein will prevent any Holder that is a partnership, limited liability company, corporation or other entity from making a distribution of Registrable Securities to the partners, members, shareholders or other equityholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.02(b), or participating in any merger, acquisition or similar change of control transaction. If requested by the managing underwriter or underwriters of any such Marketed Underwritten Shelf Take-Down, the Company and the Holders shall execute a separate lock-up agreement to the foregoing effect. This Section 2.02 shall not prohibit any transaction by the Company or any Holder that is permitted by its lock-up agreement or provision entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement or provision is modified or waived by such managing underwriter or underwriters from time to time). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form F-4 or Form S-8 or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

(b) Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors and officers and from Teekay Corporation, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.02, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.02(a). Without limiting the foregoing (but subject to Section 2.05), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.02 as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.02(b) to execute a separate agreement to the foregoing effect. This Section 2.02 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

SECTION 2.03. Registration Procedures.

(a) In connection with the Company’s Registration obligations under Section 2.01 and subject to the applicable terms and conditions set forth therein, the Company shall use its reasonable best efforts to

effect such Registration to permit the sale of such Registrable Securities in accordance with the plan of distribution set forth in the Registration Statement as expeditiously as reasonably practicable, and in connection therewith the Company shall:

(i) prepare the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and the Participating Investors, if any, copies of all documents prepared to be filed, and provide such underwriters and the Participating Investors and their respective counsel with a reasonable opportunity to review and comment on such documents prior to their filing and (y) not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Investor or the underwriters, if any, shall reasonably object;

(ii) prepare and file with the Commission such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be (x) reasonably requested by any Participating Investor, (y) reasonably requested by any other Participating Holder (to the extent such request relates to information relating to such Holder), or (z) necessary to keep such Registration effective for the period of time required by this Agreement, and use its reasonable best efforts to comply with provisions of the applicable securities laws and SEC rules and regulations with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement, and prior to the filing of such amendments and supplements, furnish such amendments and supplements to the underwriters, if any, and the Participating Investors, if any, and provide such underwriters and the Participating Investors and their respective counsel with an adequate and appropriate opportunity to review and comment on such amendments and supplements prior to their filing;

(iii) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the Commission or any request by the Commission or any other Governmental Authority for amendments or supplements to such Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information, (C) of the issuance or threatened issuance by the Commission of any stop order suspending or threatening to suspend the effectiveness of such Registration Statement or any order by the Commission or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (F) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;

(iv) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Issuer Free Writing Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the Commission, and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Issuer Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;

(v) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus;

(vi) promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the Registration Statement such additional information as the managing underwriter or underwriters and the Participating Investor(s) reasonably request to be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(vii) furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the Registration Statement and any amendment, post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including any incorporated by reference);

(viii) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto by such Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;

(ix) on or prior to the date on which the Registration Statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2.01(b), whichever is applicable, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(x) in connection with any sale of Registrable Securities under the Registration Statement, cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;

(xi) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xii) in the case of an Underwritten Offering, make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;

(xiii) in the case of an Underwritten Offering, enter into such customary agreements (including underwriting agreements) and take all such other actions as any Participating Investor or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

(xiv) with respect to any Underwritten Offering, obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Holders or underwriters, as the case may be, and their respective counsel;

(xv) in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the date of the closing of the Underwritten Offering, as specified in the underwriting agreement;

(xvi) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;

(xvii) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(xviii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xix) use its reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Company Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company Shares are then quoted;

(xx) in connection with an Underwritten Offering and subject to the execution of any confidentiality agreements as reasonably requested by the Company, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any Participating Investor, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Participating Investor(s) or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility; and

(xxi) in the case of an Underwritten Offering of Registrable Securities in an amount of at least one percent (1%) of the Company’s then-outstanding shares of Class A common stock, cause executive officers of the Company to participate in customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering no more than once per calendar quarter over a period of no more than 24 hours (provided, however, that such participation is not required to be in person by any such executive officer) and otherwise to facilitate, cooperate with, and participate in each such proposed Underwritten Offering to the extent reasonably requested by the managing underwriter or underwriters.

(b) The Company may require each Participating Holder to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each Participating Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c) Each Participating Holder agrees that, upon delivery of any notice by the Company of the happening of any event of the kind described in Section 2.03(a)(iii)(C), (D), or (E) or Section 2.03(a)(iv), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until

(i) such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.03(a)(iv), (ii) such Holder is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case may be, may be resumed, (iii) such Holder is advised in writing by the Company of the termination, expiration or cessation of such order or suspension referenced in Section 2.03(a)(iii)(C) or (E) or (iv) such Holder is advised in writing by the Company that the representations and warranties of the Company in such applicable underwriting agreement are true and correct in all material respects. If so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus or any Issuer Free Writing Prospectus covering the offer and sale of such Registrable Securities current at the time of delivery of such notice. In the event the Company shall give any such notice, the period during which the Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.03(a)(iv) or is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus may be resumed.

SECTION 2.04. Underwritten Offerings.

(a) Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Investor pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those customarily provided by the Company as part of its public offerings. Each Participating Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling shareholders in secondary underwritten public offerings. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such Underwritten Offering.

(b) Participation in Underwritten Registrations. Subject to the provisions of Section 2.04(a) above, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(c) Price and Underwriting Discounts. In the case of an Underwritten Offering under Section 2.01, the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the Investor(s) participating in such Underwritten Offering.

SECTION 2.05. No Inconsistent Agreements; Additional Rights. The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of the Veritable Holders Majority (for so long as the Veritable Holders hold any Registrable Securities), any registration rights or similar agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, including allowing any other holder or prospective holder of any securities of the Company registration rights in the nature or substantially in the nature of those set forth in Section 2.01 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration under this Agreement.

SECTION 2.06. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement and incurred by or on behalf of the Company shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the Commission or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing any required certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audits incidental to or required by any Registration), (v) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (viii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (ix) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed by the Company in connection with such offering and (x) any other fees and disbursements customarily paid by the issuers of securities. All such fees and expenses are referred to herein as “Registration Expenses.” Notwithstanding the foregoing sentence or anything to the contrary, any reasonably incurred and documented out-of-pocket Registration Expenses incurred in connection with a Shelf Take-Down pursuant to Section 2.01(e) hereunder, including, but not limited to, a Marketed Underwritten Shelf Take-Down or an Alternative Transaction, shall be paid by the applicable Holders of Registrable Securities included in such Shelf Take-Down pro rata among each other on the basis of the number of Registrable Securities so offered for sale in such Shelf Take-Down. For the avoidance of doubt, the Company shall not be required to pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

SECTION 2.07. Rules 144 and 144A and Regulation S. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of any Investor, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as any Investor may reasonably request, all to the extent required from time to time to enable the Holders, to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

SECTION 2.08. Limitation on Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 2.01, in no event shall the Company be obligated to take any action to effect any Underwritten Shelf Take-Down or Underwritten Offering unless (a) the Investor initiating such Underwritten Offering proposes to sell Registrable Securities in an amount of at least the lesser of (i) one percent (1%) of the Company’s then-outstanding shares of Class A common stock or (ii) 100% of the Registrable Securities then held by such Investor and (b) the total number of Common Shares to be included in such Underwritten Offering is at least 4,000,000 (subject to appropriate adjustment for any stock dividends, splits, combinations, recapitalizations or similar transactions).

SECTION 2.09. Clear Market. With respect to any Underwritten Offerings of Registrable Securities by an Investor, the Company agrees not to effect (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration or pursuant to the exercise by another Investor of any of its rights under Section 2.01) any public sale or distribution, or to file any Registration Statement (other than pursuant to the Registration applicable to such Underwritten Offering or pursuant to a Special Registration or pursuant to the exercise by an Investor of any of its rights under Section 2.01) covering any of its equity securities or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed

seven (7) days prior and up to forty-five (45) days following the date of the underwriting agreement for such Underwritten Offering; provided, that such period shall be waived by the Investors upon the Company’s reasonable request if, in the good-faith opinion of the Company’s managing underwriter or underwriters in connection with an Underwritten Offering, the Company’s securities may be sold in such offering without being likely to have a significant adverse effect on the price, distribution or market of the Investor’s securities offered. “Special Registration” means the Registration of (A) equity securities and/or options or other rights in respect thereof solely Registered on Form F-4 or Form S-8 or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, employees, consultants, customers, lenders or vendors of the Company or its Subsidiaries or in connection with dividend reinvestment plans.

SECTION 2.10. In-Kind Distributions. If any Holder seeks to effectuate an in-kind distribution of all or part of its Company Shares to its direct or indirect equityholders, the Company will reasonably cooperate with and assist such Holder, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Holder (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of Company Shares without restrictive legends, to the extent no longer applicable).

SECTION 2.11. Restrictive Legends and Transfer Restrictions.

(a) The Registrable Securities shall be evidenced by certificates or by book-entry accounts maintained by the Company’s transfer agent and shall bear restrictive legends in substantially the following forms:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.”

“THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 4, 2015, BY AND AMONG THE COMPANY AND THE OTHER PERSONS PARTY THERETO, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

(b) Notwithstanding anything to the contrary, without the prior written consent of the Company, Investors and Holders may not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) (each, for purposes of this Section 2.09, a “disposition”) by such Investor or Holder or any Affiliate thereof or any Person in privity therewith), directly or indirectly, any Registrable Securities or interest therein during the period beginning on the date hereof and ending on the earlier of the final closing under the Memoranda of Agreement and October 30, 2015 (the “Restricted Period”); provided, however, that, notwithstanding the foregoing, such Investor or Holder may, subject to compliance with applicable securities laws, effect a disposition of Registrable Securities or any interest therein to any Affiliate thereof or another Investor or Holder during the Restricted Period without the prior consent of the Company (other than pursuant to Section 5.06) and if any such transferee agrees to be bound by the terms of this Section 2.09(b) with respect to any subsequent disposition of any Registrable Securities or any interest therein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Representations and Warranties of the Company. In connection with the Common Stock Veritable and its Subsidiaries are receiving as partial consideration pursuant to the Transactions, the Company hereby makes the representations and warranties to Veritable contained in Annex A hereto.

ARTICLE IV

INDEMNITY

SECTION 4.01. Indemnification.

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each of the Holders, each of their respective partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives (collectively, the “Shareholder Parties”) from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs and expenses of investigation and attorneys’, accountants’ and experts’ fees and expenses) (each, a “Loss” and collectively “Losses”) insofar as such Losses arise out of or are relating to (i) (A) any breach of the Company’s representations and warranties contained in Section 3.01 and Annex A of this Agreement or (B) any failure by the Company to comply with its covenants and agreements to issue the Common Stock under the Memoranda of Agreement, (ii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act), any Issuer Free Writing Prospectus or amendment or supplement thereto, (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, (iv) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company or any of its Subsidiaries in connection with such Registration, qualification, compliance or sale of Registrable Securities or (v) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities (provided that in such instance the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities), and the Company will reimburse, as incurred, each such Shareholder Party for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the Company shall not be liable to any Shareholder Party to the extent that any such Loss arises out of or is relating to an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof (including without limitation any written information provided for inclusion in the Registration Statement pursuant to Section 2.03(a)(i)). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Shareholder Party and shall survive the transfer of such securities by such Holder.

(b) Indemnification by the Participating Holders. Each Participating Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and each other Holder, each of such other Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with

respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any Losses resulting from (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which such Participating Holder’s Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Participating Holder to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.03(a)(i)) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Section 4.01 shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually prejudiced by reason of such failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after delivery of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such indemnified party (based upon advice of its counsel), an actual or potential conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party for the reasonable fees and expenses of such counsel, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action, consent to entry of any judgment or enter into any settlement, in each case without the prior written consent of the indemnified party, unless the entry of such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability of such indemnified party in respect to such claim or litigation and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party, and provided that any sums payable in connection with such settlement are paid in full by the indemnifying party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 4.01, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time with respect to all indemnified parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties, or (z) a conflict or potential conflict exists or may

exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

(d) Contribution. If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 4.01 is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein (other than as a result of any limitations set forth in the express terms of this Section 4.01), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with the Registration Statement filed with the Commission by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 4.01(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 4.01(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Sections 4.01(a) and 4.01(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.01(d), in connection with the Registration Statement filed by the Company, a Participating Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amount paid by such Holders pursuant to Section 4.01(b). Each Participating Shareholder’s obligation to contribute pursuant to this Section 4.01 is several in the proportion that the proceeds of the offering received by such Participating Shareholder bears to the total proceeds of the offering received by all such Participating Shareholders and not joint. If indemnification is available under this Section 4.01, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 4.01(a) and 4.01(b) hereof without regard to the provisions of this Section 4.01(d).

(e) No Exclusivity. The remedies provided for in this Section 4.01 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

(f) Survival. The indemnities provided in this Section 4.01 shall survive the transfer of any Registrable Securities by such Holder.

ARTICLE V

MISCELLANEOUS

SECTION 5.01. Term. This Agreement shall terminate with respect to any Holder, (i) with the prior written consent of the Veritable Holders Majority (for so long as the Veritable Holders hold any Registrable Securities) or (ii) if all of the Registrable Securities held by such Holder have been sold in a Registration pursuant to the Securities Act or pursuant to an exemption therefrom or such Holder no longer holds any Registrable Securities.

SECTION 5.02. Injunctive Relief. It is hereby agreed and acknowledged that it may be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person may be irreparably damaged and may not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to seek injunctive relief, including

specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

SECTION 5.03. Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via facsimile to the number set out below or on Schedule I, as applicable, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) when transmitted via email (including via attached pdf document) to the email address set out below or on Schedule I, as applicable, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid) or (e) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties as applicable, at the address, facsimile number or email address set forth on Schedule I (or such other address, facsimile number or email address as such Holder may specify by notice to the Company in accordance with this Section 5.03) and the Company at the following addresses:

To the Company:

Teekay Tankers Ltd.

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM 08, Bermuda

Attention: Corporate Secretary

Facsimile: +1 441 292-3931

with copies (which shall not constitute notice) to:

Perkins Coie LLP

1120 NW Couch Street, Tenth Floor

Portland, OR 97209-4128

Attention: David Matheson

Facsimile: (503) 346-2008

Email: DMatheson@perkinscoie.com

SECTION 5.04. Recapitalization. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Registrable Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

SECTION 5.05. Amendment. The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and the Veritable Holders Majority (for so long as the Veritable Holders hold any Registrable Securities).

SECTION 5.06. Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company and the Veritable Holders Majority (for so long as the Veritable Holders hold any Registrable Securities); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part and only with respect to such transferred Registrable Securities, by any Investor to (i) any Affiliate of such Investor or (ii) any transferee who receives from such Investor in such transfer at least 4,000,000 Registrable Securities (subject to appropriate adjustment for any stock dividends, splits, combinations, recapitalizations or similar transactions) and such transferee shall, with the consent of the transferring Investor, be treated as an “Investor” for all purposes of this

Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement) (each Person to whom the rights and obligations are assigned in compliance with this Section 5.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to each Investor and the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Investors and the Company reasonably determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer); and, provided, further, that, notwithstanding anything to the contrary, the Company may, without the consent of any other party, transfer any of its rights or obligations under this Agreement to any Person in connection with a sale of the Company (by merger or consolidation or otherwise) or of all or substantially all of the Company’s assets.

SECTION 5.07. Binding Effect. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns.

SECTION 5.08. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than those Persons entitled to indemnity or contribution under Article IV, each of whom shall be a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.

SECTION 5.09. Governing Law; Jurisdiction; Agent For Service. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY (I) AGREES THAT ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY AND COUNTY OF NEW YORK (COLLECTIVELY, THE “SPECIFIED COURTS”), (II) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING IN THE SPECIFIED COURTS AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (III) SUBMITS TO THE EXCLUSIVE JURISDICTION (EXCEPT FOR PROCEEDINGS INSTITUTED IN REGARD TO THE ENFORCEMENT OF A JUDGMENT OF ANY SUCH COURT, AS TO WHICH SUCH JURISDICTION IS NON-EXCLUSIVE) OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE COMPANY HAS APPOINTED WATSON FARLEY & WILLIAMS LLP AT 1133 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036, AS ITS AUTHORIZED AGENT (THE “AUTHORIZED AGENT”) UPON WHOM PROCESS MAY BE SERVED IN ANY SUCH ACTION ARISING OUT OF OR BASED ON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHICH MAY BE INSTITUTED IN ANY SPECIFIED COURT AND HEREBY WAIVES ANY REQUIREMENTS OF OR OBJECTIONS TO PERSONAL JURISDICTION WITH RESPECT THERETO. SUCH APPOINTMENT SHALL BE IRREVOCABLE. THE COMPANY REPRESENTS AND WARRANTS THAT THE AUTHORIZED AGENT HAS AGREED TO ACT AS SUCH AGENT FOR SERVICE OF PROCESS AND AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND ALL DOCUMENTS AND INSTRUMENTS, THAT MAY BE NECESSARY TO CONTINUE SUCH APPOINTMENT IN FULL FORCE AND EFFECT AS AFORESAID. SERVICE OF PROCESS UPON THE AUTHORIZED AGENT AND WRITTEN NOTICE OF SUCH SERVICE TO THE COMPANY SHALL BE DEEMED, IN EVERY RESPECT, EFFECTIVE SERVICE OF PROCESS UPON THE COMPANY.

SECTION 5.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10.

SECTION 5.11. Immunity Waiver. The Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement.

SECTION 5.12. Entire Agreement. This Agreement sets forth the entire agreement among the parties hereto with respect to the subject matter hereof. Any prior agreements or understandings among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

SECTION 5.13. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 5.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

SECTION 5.15. Joinder. Subject to Section 5.06, any Person that holds Company Shares may, with the prior written consent of each Investor and the Company, be admitted as a party to this Agreement upon its execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Investors and the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


		TEEKAY TANKERS LTD.

		By:		/s/ Kevin Mackay
		Name:		Kevin Mackay
		Title:		Chief Executive Officer

[Signature Page to Registration Rights Agreement]


		INVESTOR:

		VERITABLE MARITIME HOLDINGS, LLC

		By:		/s/ Arthur L. Regan
		Name:		Arthur L. Regan
		Title:		Chief Executive Officer

[Signature Page to Registration Rights Agreement]

SCHEDULE I


Name		Contact Information

Veritable Maritime Holdings, LLC		c/o Principal Maritime Management, LLC 3530 Post Road Southport, CT 06890 Attention: Michael J. Mitchell Email: MMitchell@principalmaritime.com

SCHEDULE II

MEMORANDA OF AGREEMENT

1.	Memorandum of Agreement, dated August 4, by and between Joy Holdings, LLC and Beijing Spirit L.L.C.

2.	Memorandum of Agreement, dated August 4, by and between Strength Holdings, LLC and Moscow Spirit L.L.C.

3.	Memorandum of Agreement, dated August 4, by and between Faith Holdings, LLC and Seoul Spirit L.L.C.

4.	Memorandum of Agreement, dated August 4, by and between Truth Holdings, LLC and Los Angeles Spirit L.L.C.

5.	Memorandum of Agreement, dated August 4, by and between Grace Holdings, LLC and Barcelona Spirit L.L.C.

6.	Memorandum of Agreement, dated August 4, by and between Hope Holdings, LLC and Atlanta Spirit L.L.C.

7.	Memorandum of Agreement, dated August 4, by and between Promise Holdings, LLC and London Spirit L.L.C.

8.	Memorandum of Agreement, dated August 4, by and between Pride Holdings, LLC and Sydney Spirit L.L.C.

9.	Memorandum of Agreement, dated August 4, by and between Integrity Holdings, LLC and Athens Spirit L.L.C.

10.	Memorandum of Agreement, dated August 4, by and between Loyalty Holdings, LLC and Tokyo Spirit L.L.C.

11.	Memorandum of Agreement, dated August 4, by and between Confidence Holdings, LLC and Montreal Spirit L.L.C.

12.	Memorandum of Agreement, dated August 4, by and between Courage Holdings, LLC and Rio Spirit L.L.C.

ANNEX A

REPRESENTATIONS AND WARRANTIES

Due incorporation. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands and has all corporate powers and all governmental authorizations required to carry on its business as now conducted, except for those governmental authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Power and Authority. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement, assuming due authorization, execution and delivery by Veritable, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

Due Authorization. The shares of Common Stock to be issued as part of the consideration payable by the Teekay Buyers under the Memoranda of Agreement have been duly authorized and, when issued by the Company and delivered by the Company in accordance with the terms of the Memoranda of Agreement, will have been validly issued, free and clear of any liens, transfer restrictions or voting restrictions (other than those arising under applicable securities law or as expressly set forth in this Agreement and the Memoranda of Agreement), will be fully paid and non-assessable, and the issuance thereof is not subject to any pre-emptive or other similar right.

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the Teekay Buyers of the Memoranda of Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of the Company or any of its Subsidiaries, (ii) contravene, conflict with or result in a violation or breach of any provision of any applicable law, (iii) require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of any lien on any asset of the Company or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to have a Material Adverse Effect.

Consents. The execution, delivery and performance by the Company of this Agreement and by the Teekay Buyers of the Memoranda of Agreement and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby require no action by or in respect of, or filing with, any governmental authority, other than (i) compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable state or federal securities laws, (ii) compliance with any applicable requirements of the New York Stock Exchange (the “NYSE”) and (iii) any actions or filings the absence of which would not reasonably be expected to have a Material Adverse Effect.

Public Filings. The Company has timely filed with the U.S. Securities and Exchange Commission all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2014 (collectively, the “Company SEC Documents”). As of its filing date (or as of the date of any amendment thereof filed prior to the date hereof

or, with respect to any registration statement, as of the date of its effectiveness, and except to the extent corrected by a subsequent Company SEC Document), each Company SEC Document (i) complied as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act, the Sarbanes-Oxley Act and other applicable laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading in any material respect.

Financial Statements. The audited consolidated financial statements of the Company included or incorporated by reference in the Company’s Form 20-F filing with the U.S. Securities and Exchange Commission on April 28, 2015 (including all related notes and schedules thereto) (a) present fairly in all material respects, in conformity with generally accepted accounting principles in the United Sates applied on a consistent basis throughout the periods presented (except as may be indicated therein or in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. From December 31, 2014 through the date of this Agreement, except as otherwise disclosed in the Company SEC Documents, there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have a Material Adverse Effect.

Exhibit 10.3

EXECUTION VERSION

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated: August 2015

Courage Holdings, LLC (the “Sellers”), have agreed to sell, and Rio Spirit L.L.C., (the “Buyers”), have agreed to buy:

Name of vessel: PRINCIMAR COURAGE

IMO Number: 9419565

Classification Society: Det Norske Veritas

Class Notation: 1A1 Tanker for oil BIS BWM(T), E(S) Clean COAT-PSPC(B) CSR E0 ESP TMON

Year of Build: 2013 Builder/Yard: Samsung Heavy Industries, Geoje, South Korea

Flag: Marshall Islands Place of Registration: Majuro GT/NT: 81,394/51,258 hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Cash Consideration in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Canada, and the Buyers’ Nominated Flag State.

“Buyers’ Nominated Flag State” means Bahamas.

“Class” means the class notation referred to above.

“Cash Consideration” shall have the meaning given to it in Clause 1 (Purchase Price).

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means Clyde & Co LLP, The St. Botolph Building, 138 Houndsditch, London, EC3A 7AR, United Kingdom which shall hold and release the Deposit in accordance with the deposit holding agreement dated on or about the date of this Agreement (the “Deposit Holding Agreement”) made between the Buyers, the Sellers and the Deposit Holder.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“MI Registry” means the registry of ships of the Republic of the Marshall Islands, where the Vessel is registered in the sole ownership of the Sellers.

“Mortgage” means the mortgage dated September 19, 2013 in favour of Nordea Bank Finland Plc - New York Branch, recorded against the Vessel in the MI Registry.

“Parties” means the Sellers and the Buyers, and “Party” shall be construed accordingly.

“Purchase Price” means the Cash Consideration and the Stock Consideration for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means the account in the name of Courage Holdings, LLC and Account No.: 4023623001, ABA/Routing No.: 026010786 at the Sellers’ Bank.

“Sellers’ Bank” means Nordea Bank Finland Plc – New York Branch.

“Sellers’ Broker” means the brokerage subsequently notified in writing by the Sellers to the Buyers, as soon as possible after the execution of this Agreement by the Sellers and the Buyers, for receipt of the Stock Consideration.

“Sellers’ Brokerage Account” means the brokerage account at the Sellers’ Broker subsequently notified in writing by the Sellers to the Buyers, as soon as possible after the execution of this Agreement by the Sellers and the Buyers.

“Stock Consideration” shall have the meaning given to it in Clause 1 (Purchase Price).


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1.	Purchase Price

The Purchase Price is USD 67,059,686 (United States Dollars Sixty Seven Million Fifty Nine Thousand Six Hundred Eighty Six), comprised of: (i) USD 61,994,755 (United States Dollars Sixty One Million Nine Hundred Ninety Four Thousand Seven Hundred Fifty Five (the “Cash Consideration”) and (ii) 727,332 (Seven Hundred Twenty Seven Thousand Three Hundred Thirty Two) newly issued shares of Teekay Tankers Ltd.’s Class A common stock, par value USD0.01 per share (the “Stock Consideration”).

2.	Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a cash deposit of USD 6,705,969 (United States Dollars Six Million Seven Hundred Five Thousand Nine Hundred Sixty Nine) (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that:

(i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) the Deposit Holding Agreement has been signed by the parties thereto and exchanged in original or by email or telefax.

The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation it requires in relation to the Deposit arrangements without delay.

3.	Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i)

the Deposit shall be released to the Sellers; and

(ii)

the Stock Consideration shall be paid to Sellers’ Brokerage Account and the balance of the Cash Consideration and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the

Sellers’ Account without any set-off or any deductions or withholdings of any nature whatsoever except as expressly provided for elsewhere in this Agreement.

4.	Inspection

(a)* The Buyers have inspected and are fully satisfied with and have accepted the Vessel’s classification records. The Buyers have also inspected the Vessel at/in Fujairah on 3 August 2015 (the “Inspection”) and are fully satisfied with and have accepted the Vessel following the Inspection and the sale is outright and definite, subject only to the express terms and conditions of this Agreement. The Buyers unconditionally and irrevocably waive all other rights of inspection and survey whatsoever, apart from the rights of inspection specified in Clause 6.

(b)* The Buyers have inspected and are fully satisfied with and have accepted the Vessel’s classification records. shall have the right to inspect the Vessel’s classification records and declare whether same are accepted or not within (state date/period).

~~The Sellers shall make the Vessel available for inspection at/in (state place/range) within (state date/period).~~

~~The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.~~


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~~The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.~~

~~During the inspection, the Vessel’s deck and engine log books shall be made available for examination by the Buyers.~~

The sale shall become outright and definite, subject only to the terms and conditions of this Agreement, unless within 24 hours after completion of the Buyers’ inspection the Sellers shall have received a written notice from the Buyers of their valid rejection of the Vessel under this Clause. The Buyers agree that they shall be entitled to validly reject the Vessel under this Clause only if their inspection of the Vessel reveals repairs required to the Vessel which would give rise to any Class condition(s) / recommendation(s) which in aggregate would cost in excess of US$500,000. provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy-two (72) hours after completion of such inspection or after the date/last day of the period stated in ~~Line 59~~, whichever is earlier.

Should the Buyers validly reject the Vessel in time under this Clause, ~~fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid,~~ the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*~~4(a)~~ and ~~4(b)~~ are alternatives; delete whichever is not applicable. In the absence of deletions, alternative ~~4(a)~~ shall apply.

5.	Time and place of delivery and notices

(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage ~~at/in (state place/range)~~ at/in Bahamas, Singapore, United Arab Emirates (Fujairah to Dubai range), South Korea, US Gulf (excluding Florida and Mississippi river), UKC (Gibraltar to Hamburg range), or EUROMED excluding Turkey, Israel, Greece, Albania, Black Sea and any countries or ports that would breach US, EU and/or UN sanctions in the Sellers’ option. The date of delivery shall be a day on which both the MI Registry office in London and the Buyers’ Nominated Flag State office in London are open for vessel and mortgage deregistration and registration business.

Notice of Readiness shall not be tendered before: August 14, 2015.

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): October 30, 2015.

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery and two (2) days’ and one (1) day’s definite notice of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void and neither Party shall have any obligation or liability to the other.


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6.	Divers Inspection / Drydocking

(a)*

(i)

The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii)

if the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Cash Consideration of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii)

If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days.

(b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without


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condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) ~~or 6~~ ~~(b)~~ above:

(i)

The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii)

The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii)

The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv)

The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

*6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7.	Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of the Inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding, collection, insurance, storage and other charges in relation to the items included in the sale of the Vessel if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.


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Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation or the need for replacement, as well as the ~~following additional~~ categories of items more particularly described in Schedule 1. ~~(include list)~~

~~Items~~ ~~on board~~ which are on hire or owned by third parties, ~~listed as follows,~~ are also excluded from the sale without compensation or the need for replacement. See Schedule 1. ~~(include list)~~

~~Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.~~

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay the actual net price (excluding barging expenses) as evidenced by invoices or vouchers in respect of Sellers’ costs ~~either:~~

(a) *,~~; or~~

(b) *the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port,

for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Cash Consideration.

“inspection” in this ~~Clause 7~~, shall mean the Buyers’ inspection according to ~~Clause 4(a)~~ or ~~4(b)~~ (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8.	Documentation

In connection with the closing of the sale and purchase transaction under this Agreement, the Sellers and the Buyers will attend two meetings, which shall be held simultaneously. The first closing meeting will be held at the London office of the Buyers’ Nominated Flag State or another location in London agreed in writing by the Parties. The second closing meeting will be held on board the Vessel at the place of delivery.

(a) In exchange for payment of the Purchase Price, at the meeting in London referred to above, the Sellers shall provide the Buyers with the following delivery documents:

(i)

Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from, all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State.

(ii)

Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement.

(iii)

Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(iv)

Certificate or Transcript of Registry issued by the MI Registry on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting in London with the original to be sent to the Buyers as soon as possible after delivery of the Vessel. The Buyers acknowledge and agree that the Sellers’ receipt of the Purchase Price and the other sums payable to them under this Agreement shall be a condition precedent to the Sellers’ obligation to procure the discharge and deletion of the Mortgage and the issuance of the Certificate or Transcript of Registry referred to in the preceding sentence.


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(v)

Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation.

(vi)

Certificate of Deletion of the Vessel from the MI Registry or other official evidence of deletion appropriate to the MI Registry at the time of delivery, or, in the event that the MI Registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the MI Registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered.

(vii)

A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the MI Registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the MI Registry.

(viii)

Commercial Invoice for the Vessel.

(ix)

Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases.

(x)

A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel.

(xi)

Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

(xii)

The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i)

Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement;

(ii)

Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); and

(iii)

Evidence of the transfer to Sellers’ Brokerage Account of the Stock Consideration.

(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above at the second closing meeting referred to above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.


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(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance (in the form set out at Schedule 2) confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

(h) At the time of delivery the Buyers and the Sellers shall sign and deliver to the Deposit Holder joint written instructions for the release of the Deposit.

9.	Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, contractual obligations to any third parties (including but not limited to management agreements), encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.

10.

Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register for the Vessel with the MI Registry shall be for the Sellers’ account.

11.

Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the express terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of the Inspection, fair wear and tear excepted. However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by the Classification Society or the relevant authorities at the time of delivery for a period of at least six months after the time of delivery unless the next class special survey is scheduled to take place within six months after the date of this Agreement, in which case the Sellers may deliver the Vessel with certificates valid until the Special Survey date.

“inspection” in this ~~Clause 11~~, shall mean the Buyers’ inspection according to ~~Clause 4(a)~~ or ~~4(b)~~ (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12.

Name/markings

As soon as practicable following delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13.

Buyers’ default

(a)

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, in which case they shall be entitled to claim an amount equivalent to the Deposit as agreed liquidated damages in full and final compensation for all of their losses and expenses whatsoever.

(b)

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers as agreed liquidated damages in full and final compensation for all of their losses and expenses whatsoever.


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14.

Sellers’ default

(a) Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer of the Vessel by the Cancelling Date the Buyers shall have the option of cancelling this Agreement, provided always that the Sellers shall be granted a maximum of three (3) Banking Days after Notice of Readiness has been given to make arrangements for the documentation referred to in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

(b) Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer of the Vessel, as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence whether or not the Buyers cancel this Agreement provided always that the maximum aggregate liability of the Sellers to the Buyers under or in connection with this Agreement shall in no circumstances whatsoever exceed an amount equivalent to the Deposit.

15.

Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16.

Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.


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~~(b)~~ *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at (state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply.

17.

Notices

All notices and other communications ~~to be provided~~ under this Agreement shall be in writing.

Contact details for recipients of notices and other communications are as follows:

For the Buyers: Kevin Mackay, kevin.mackay@teekay.com; Niranjan Dhurandhar, Niranjan.dhurandhar@teekay.com; and Moyra Crawford, Moyra.crawford@teekay.com;

For the Sellers: PMMmgmt@principalmaritime.com and paul.a.turner@clydeco.com

18.

Entire Agreement See Clause 21.

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

Attachments

Additional Clauses 19 – 26 to this Agreement.

Schedules to this Agreement

Schedule 1 – Description of Excluded Items

Schedule 2 – Form of Protocol of Delivery and Acceptance


1429219 46806105.2		10		“PRINCIMAR COURAGE” - MOA

Additional Clauses to the Memorandum of Agreement for “PRINCIMAR COURAGE”

19	Exclusion of consequential and other losses

Notwithstanding any other provision of this Agreement, neither Party shall be liable under or in connection with this Agreement for any form of consequential, exemplary, incidental, indirect or special losses or damages of any nature whatsoever, however caused and whenever arising, and whether caused or arising out of or in connection with the performance or any non-performance of this Agreement.

20	Confidentiality

(a) Subject to sub-clauses (c) and (d) of this Clause, the Sellers shall treat as confidential, and shall use all efforts to ensure that Sellers’ Parties (as defined in Clause 23), treat as confidential, the existence and provisions of this Agreement and the transactions and business activities contemplated by this Agreement.

(b) Subject to sub-clauses (c) and (d) of this Clause, the Buyers shall treat as confidential, and shall use all efforts to ensure that Buyers’ Parties (as defined in Clause 23), treat as confidential, the existence and provisions of this Agreement and the transactions and business activities contemplated by this Agreement.

(c) Each Party may, with the prior written consent of the other, disclose to any third party information relating to the matters referred to in sub-clauses (a) and (b) of this Clause.

(d) Each Party shall be entitled to disclose any information to their shareholders, financiers, auditors and/or legal advisers on a need to know basis, or to such extent as may from time to time be required by law or the rules or regulations of any applicable stock exchange or similar body.

21	Entire Agreement and Exclusions

(a) The written terms and conditions of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and the Included Items, and they supersede all previous agreements whether oral or written between the Parties in relation to the subject matter of this Agreement.

(b) Each Party acknowledges that in entering into this Agreement, it has not relied on, shall have no right or remedy of any nature whatsoever and forever waives any such right or remedy, in respect of any assurance, condition, covenant, promise, representation, statement, term or warranty (whether or not made in writing, and whether or not made negligently) of any kind whatsoever other than as is expressly set out in this Agreement or in the Bill of Sale.

(c) Any assurance, condition, covenant, promise, representation, statement, term or warranty capable of being implied into this Agreement by any custom, statute or law is hereby excluded to the fullest extent that such exclusion can legally be made.

(d) Nothing in the foregoing provisions of this Clause shall exclude, limit or restrict any liability for fraud, or death or personal injury resulting from negligence.

22	General

(a) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all counterparts together shall be deemed one and the same instrument. This Agreement will be treated as having been entered into by the Parties at the time and on the date when both Parties have signed a counterpart of this Agreement and exchanged the same between them by email or in original. Thereafter, for record purposes only two original counterparts of this Agreement shall be prepared and circulated by the Sellers and then signed by each Party after which one signed original shall be delivered to each Party.

(b) No amendment, modification, supplement or variation of or to this Agreement will be valid unless it is made in writing and signed by a duly authorised representative of each Party.

(c) No failure or delay on the part of a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement.

(d) If any provision of this Agreement is held to be illegal or invalid such illegality or invalidity will not affect the other provisions of this Agreement which will remain in full force and effect.

(e) The Sellers represent and warrant to the Buyers that they have full power and authority to enter into and perform in accordance with this Agreement.

(f) The Buyers represent and warrant to the Sellers that they have full power and authority to enter into and perform in accordance with this Agreement.

23	Releases

(a) The Sellers, on behalf of themselves and each of the Sellers’ Parties, hereby irrevocably and unconditionally acquit, exonerate, release, waive and forever discharge each of the Buyers’ Parties of, from and against any and all past, present or future actions, causes of action, claims, liabilities and obligations of any nature whatsoever to or for which any of the Buyer Parties might otherwise be subject or liable. In this Agreement, the “Sellers’ Parties” means each and all of the Sellers’ predecessors, predecessors-in-interest, successors, successors-in-interest, affiliates, parents, subsidiaries, past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents, and each and all of their respective past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents.

(b) The Buyers, on behalf of themselves and each of the Buyers’ Parties, hereby irrevocably and unconditionally acquit, exonerate, release, waive and forever discharge each of the Sellers’ Parties of, from and against any and all past, present or future actions, causes of action, claims, liabilities and obligations of any nature whatsoever to or for which any of the Sellers’ Parties might otherwise be subject or liable. In this Agreement, the “Buyers’ Parties” means each and all of the Buyers’ predecessors, predecessors-in-interest, successors, successors-in-interest, affiliates, parents, subsidiaries, past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents, and each and all of their respective past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents.

24	Business Principles

Each of the Parties hereto represents, warrants and covenants to the other Party that in relation to the performance of this Agreement and in respect of any business activities contemplated by this Agreement:

(i) neither it or its affiliates nor any of their respective shareholder, directors or employees has engaged or will engage in any activity, practice or conduct which would constitute an offence under the U.S. Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (each as amended at any time) or would constitute such an offence if the same had occurred in the United States of America or the United Kingdom, respectively;

(ii) no shareholder, director or employee of it or its affiliates has made any payment or given anything of value to any official of any government or public international organization (including any director, officer or employee of any government department, agency or instrumentality) to influence the official’s or organization’s decision, or to gain any other advantage for such Party or its affiliates, or has made any facilitation payment to any person with a view to gaining the same advantage in the private sector;

(iii) it has and will maintain through to completion of the business activities contemplated by this Agreement a system of policies and procedures reasonably designed to address corruption risk; and

(iv) it has and will maintain through to completion of the business activities contemplated by this Agreement accurate books and financial records in relation to the Vessel and the transactions under this Agreement.

25	Related Vessel Sales

Related companies of the Buyers (each a “Related Buyer”) are simultaneously entering into separate agreements to buy a further eleven vessels (each, a “Related Vessel”) owned by companies related to the Sellers (each, a “Related Seller”). The Sellers will not tender Notice of Readiness for the Vessel within less than three (3) days of a Related Seller tendering notice of readiness for a Related Vessel to a Related Buyer.

26	Sanctions

The Sellers warrant that they have an active sanctions policy in place and that Vessel has not traded to any area which is the subject of, or in contravention of, any restrictions under sanctions, laws or regulations of the United States of America (US), United Nations (UN) or European Union (EU). Sellers further warrant that none of the individuals named on the lists issued by the US/UN and/or EU are connected to any transaction relating to cargo carried by the Vessel.

[Signatures Page follows]

Signatures Page

Signed for and on behalf of the Sellers

Name: Arthur L. Regan

Title: President, Chief Executive Officer

Signed for and on behalf of the Buyers

Name:

Title:

Schedule 1

Excluded Items

LIFERAFTS

GAS BOTTLES (O2, ACETELYNE, FREON)

Schedule 2

Form of Protocol of Delivery and Acceptance

Reference is made to the Memorandum of Agreement dated August 2015 (as amended or supplemented at any time, the “MOA”) and made between Courage Holdings, LLC as sellers (the “Sellers”) and Rip Spirit L.L.C. as buyers (the “Buyers”) of the vessel known as “PRINCIMAR COURAGE“ with IMO No. 9419565 (the “Vessel”).

The Sellers and the Buyers hereby confirm that the Vessel was delivered by the Sellers and accepted by the Buyers under the MOA at [•] hours local time / [•] GMT on [insert date] 2015, at [location].

For and on behalf of

Sellers

Name:

Title:

For and on behalf of

Buyers

Name:

Title:

Exhibit 10.4

SCHEDULE OF AGREEMENTS

SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS TO THE AGREEMENT FILED AS EXHIBIT 10.3 TO THIS FORM 6-K, PURSUANT TO INSTRUCTION 2 TO ITEM 601 OF REGULATION S-K

Subsidiaries of Teekay Tankers Ltd. have entered into certain Memoranda of Agreement, each dated August 4, 2015, with subsidiaries of Principal Maritime Tankers. These agreements are substantially identical in all material respects to the agreement filed as Exhibit 10.3 to this Form 6-K, except for differences relating to the names of the buyers and sellers, the vessel details (including but not limited to the ship name, Classification Society, Class notation, flag, tonnage, shipyard and year of build), the purchase price, the inspection date and location, and the existence of continuing charters.


Vessel Details	Year of Build and Shipyard	Purchase Price and Deposit Amount	Inspection Date/ Location	Continuing Charters
PRINCIMAR FAITH Classification Society: Det Norske Veritas Class Notation: +1A1 Tanker for oil ESP E0, LCS-SI, VCS-2 NAUTICUS (Newbuilding) Flag: Marshall Islands GT/NT: 83,616 / 48,649	2005 Daewoo Shipbuilding & Marine Engineering Company Limited, South Korea	$ 39,789,661 (USD) comprised of (i) $36,784,400 (USD) in cash consideration and (ii) 431,561 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of: $3,978,966 (USD)	Le Havre/ August 1, 2015	N/A
PRINCIMAR GRACE Classification Society: Lloyd’s Register Class Notation: +100A1 Double Hull Oil Tanker CSR, ESP, SHIPRIGHT (CM, ACS(B)), *IWS, LI, DSPM4, EP (B, VC) Flag: Marshall Islands GT/NT: 81,509 / 51,283	2011 Samsung Heavy Industries, Geoje, Korea	$ 61,135,432 (USD) comprised of: (i) $56,517,953 (USD) in cash consideration and (ii) 663,078 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of: $6,113,543 (USD)	Ulsan/ July 29, 2015	N/A
PRINCIMAR HOPE Classification Society: Lloyd’s Register Class Notation: +100A1 Double Hull Oil TankerCSR, ESP, SHIPRIGHT (CM, ACS(B)), *IWS, LI, DSPM4, EP(B, VC) Flag: Marshall Islands GT/NT: 81,509 / 51,283	2011 Samsung Heavy Industries, Geoje, Korea	$ 61,114,969 (USD) comprised of (i) $56,499,034 (USD) in cash consideration and (ii) 662,856 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $6,111,497 (USD)	Melbourne/ June 30, 2015	N/A


Vessel Details	Year of Build and Shipyard	Purchase Price and Deposit Amount	Inspection Date/ Location	Continuing Charters
PRINCIMAR INTEGRITY Classification Society: Lloyd’s Register Class Notation: 100A1 Double Hull Oil Tanker, CSR, ESP, *IWS, LI, DSPM4, SHIPRIGHT (ACS(B)), EP (BAR ABOVE) (B, VC) Flag: Marshall Islands GT/NT: 81,326/ 51,259	2012 Samsung Heavy Industries, Geoje, South Korea	$65,013,312 (USD) comprised of (i) $60,102,941 (USD) in cash consideration and (ii) 705,137 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $6,501,331 (USD)	Singapore/ July 3, 2015	N/A
PRINCIMAR JOY Classification Society: Det Norske Veritas Class Notation: 1A1 Tanker for oil BIS CSR E0 ESP SPM TMON VCS (2,B) Flag: Marshall Islands GT/NT: 83,850 / 49,031	2010 Jiangsu Rongsheng Heavy Industries Group Company Limited, Nantong, China	$55,978,569 (USD) comprised of (i) $51,750,580 (USD) in cash consideration and (ii) 607,146 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $5,597,857 (USD)	Sabine/ July 7, 2015	N/A
PRINCIMAR LOYALTY Classification Society: Lloyd’s Register Class Notation: +100A1 Double Hull Oil Tanker , ESP, SHIPRIGHT (SDA, FDA+, CM), *IWS, LI, SPM Flag: Liberia GT/NT: 78,845/ 47,076	2006 Universal Shipbuilding Corporation (now known as Japan Marine United Corporation), TSU Shipyard, Japan	$39,955,458 (USD) comprised of (i) $36,937,674 (USD) in cash consideration and (ii) 433,359 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $3,995,546 (USD)	Singapore, July 29, 2015	Vessel being transferred with a continuing charter with Shell Western Supply and Trading, LTD

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Vessel Details	Year of Build and Shipyard	Purchase Price and Deposit Amount	Inspection Date/ Location	Continuing Charters
PRINCIMAR PRIDE Classification Society: Lloyd’s Register Class Notation: 100A1 Double Hull Oil Tanker , CSR, ESP, *IWS, LI, DSPM4, SHIPRIGHT (ACS(B)), EP (BAR ABOVE) (B, VC) Flag: Marshall Islands GT/NT: 81,326/ 51,259	2012 Samsung Heavy Industries, Geoje, South Korea	$64,327,776 (USD) comprised of (i) $59,469,183 (USD) in cash consideration and (ii) 697,702 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of: $6,432,778 (USD)	The Sellers shall make the Vessel available for inspection at/in Fujairah within August 10-15, 2015	Vessel being transferred with a continuing charter with Stena Bulks AB
PRINCIMAR PROMISE Classification Society: Lloyd’s Register Class Notation: 100A1 Double Hull Oil Tanker , CSR, ESP, *IWS, LI, DSPM4, SHIPRIGHT (ACS(B)), EP (BAR ABOVE) (B, VC) Flag: Marshall Islands GT/NT: 81,326/ 51,283	2011 Samsung Heavy Industries, Geoje, South Korea	$61,166,128 (USD) comprised of (i) $56,546,330 (USD) in cash consideration and (ii) 663,411 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $6,116,613 (USD)	Long Beach/ July 5, 2015	N/A
PRINCIMAR STRENGTH Classification Society: Det Norske Veritas Class Notation: 1A1 Tanker for oil BIS CSR E0 ESP SPM TMON VCS (2,B) Flag: Marshall Islands GT/NT: 83,850/ 49,031	2010 Jiangsu Rongsheng Heavy Industries Group Company Limited, Nantong, China	$55,978,569 (USD) comprised of (i) $51,750,580 (USD) in cash consideration and (ii) 607,146 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $5,597,857 (USD)	Bilbao/ June 21, 2015	N/A
PRINCIMAR TRUTH Classification Society: Det Norske Veritas Class Notation: 1A1 Tanker for oil E0 ESP HMON(I) NAUTICUS (Newbuilding) TMON VCS(2) Flag: Marshall Islands GT/NT: 81,339/ 52,080	2007 Hyundai Sambo Heavy Industries Company Limited, Samho, Korea	$49,471,099 (USD) comprised of (i) $45,734,611 (USD) in cash consideration and (ii) 536,566 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock. Deposit of $4,947,110 (USD)	Algeciras/ June 25, 2015	N/A

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Vessel Details

Year of

Build and

Shipyard

Purchase Price and

Deposit Amount

Inspection
Date/ Location

Continuing

Charters

PRINCIMAR CONFIDENCE

Classification Society: Lloyd’s Register

Class Notation: +100A1 Double Hull Oil Tanker, ESP, SHIPRIGHT (SDA, FDA+, CM), *IWS, LI,

Flag: Liberia

GT/NT: 78,845 / 46,993

2006

Universal Shipbuilding Corporation (now known as Japan Marine United Corporation), TSU Shipyard, Japan

$41,009,341 (USD) comprised of (i) $37,911,959 (USD) in cash consideration and (ii) 444,789 of newly issued shares of Teekay Tankers Ltd. Class A Common Stock.

Deposit of $4,100,934 (USD)

Liverpool/ June 19, 2015

Vessel being transferred with a continuing charter with Shell Western Supply and Trading, LTD.

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