8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 14, 2021

Enviva Partners, LP

(Exact name of Registrant as specified in its charter)

Delaware	001-37363	46-4097730
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

7272 Wisconsin Ave, Suite 1800 Bethesda, MD	20814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 657-5660

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	EVA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry Into a Material Definitive Agreement.

Agreement and Plan of Merger

On October 14, 2021, Enviva Partners, LP, a Delaware limited partnership (including, as applicable, the Delaware corporation resulting from the proposed Conversion (defined below) of Enviva Partners, LP into a C-corporation as described below, “EVA” or “Enviva”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among EVA, Enviva Holdings, LP, a Delaware limited partnership (“Holdings”), Enviva Partners Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EVA, and the limited partners of Holdings (the “Holdings Limited Partners”) set forth in the Merger Agreement. Pursuant to the terms of the Merger Agreement, (a) EVA acquired (i) all of the limited partner interests in Holdings and (ii) all of the limited liability company interests in Enviva Holdings GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”) and (b) the incentive distribution rights (“IDRs”) directly held by Enviva MLP Holdco, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings (“MLP Holdco”), were cancelled and eliminated (collectively, the “Drop Merger”).

As a result of the transactions contemplated by the Merger Agreement, EVA acquired certain assets under development, including a planned wood pellet production plant in Epes, Alabama, a planned wood pellet production plant in Bond, Mississippi, a planned wood pellet production plant in Amory, Alabama, a planned wood pellet production plant in Danville, Virginia, a planned wood pellet production plant in Chester County, South Carolina, and a planned wood pellet production plant in a location still to be determined, as well as off-take contracts for such plants in varying stages of negotiation.

In consideration for the Drop Merger, EVA issued 16.0 million Common Units (as defined below) to the Holdings Limited Partners party to the Merger Agreement. The Drop Merger closed on October 14, 2021. Following the Drop Merger, EVA directly or indirectly owns a 100% equity interest in Holdings and Holdings GP. The Merger Agreement includes customary representations and warranties and covenant provisions.

The terms of the Drop Merger and the Merger Agreement were approved by the Conflicts Committee (the “Conflicts Committee”) of the board of directors (the “Board”) of Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of EVA (the “General Partner”). The Conflicts Committee, composed of independent members of the Board, retained independent legal and financial advisors to assist it in evaluating, negotiating and approving the Drop Merger. In approving the Drop Merger, the Conflicts Committee based its decisions in part on an opinion from its independent financial advisor that the total consideration to be paid by EVA in connection with the Drop Merger is fair, from a financial point of view, to EVA and to EVA’s unaffiliated holders of common units representing limited partner interests in EVA (together with any common stock or securities into which such common units are converted or exchanged, as applicable, the “Common Units”).

Subsequent to the transactions contemplated by the Merger Agreement, EVA intends to undertake additional strategic steps toward becoming a corporation in 2021.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Acquisition I Merger Agreement

Also on October 14, 2021, EVA entered into an Agreement and Plan of Merger (the “Acquisition I Merger Agreement”) by and among Enviva Cottondale Acquisition I, LLC (“Acquisition I”), a Delaware limited liability company and subsidiary of each of the Riverstone Echo Funds (as defined herein), EVA, Enviva, Inc. Merger Sub, LLC, a wholly owned subsidiary of EVA (“Merger Sub”), and the Riverstone Echo Funds. Pursuant to the Acquisition I Merger Agreement, Acquisition I has agreed to merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EVA (the “Acquisition I Merger”). The Riverstone Funds will receive a number of shares of the post-Conversion corporation’s common stock equal to the number of Common Units held directly or indirectly by Acquisition I immediately prior to the Acquisition I Merger. 

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The Acquisition I Merger Agreement contains customary representations and warranties and covenant provisions. The consummation of the Acquisition I Merger is subject to the satisfaction of customary closing conditions, including the consummation of the Conversion, the performance by the parties, in all material respects, of their respective covenants as set forth in the Acquisition I Merger Agreement and, subject to certain exceptions, the accuracy of their respective representations and warranties as set forth in the Acquisition I Merger Agreement. There is no assurance that the conditions to the consummation of the Acquisition I Merger will be satisfied. 

The terms of the Acquisition I Merger Agreement were approved by the Conflicts Committee.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Acquisition I Merger Agreement, which is filed as Exhibit 2.2 to this Current Report and incorporated herein by reference.

Support Agreement

In connection with the Drop Merger on October 14, 2021, EVA entered into a support agreement (the “Support Agreement”) by and among EVA, the Holdings Limited Partners party thereto and certain other persons thereto pursuant to which, among other things:

(a) certain of Holdings’ (or its subsidiaries) obligations to provide financial support to EVA were consolidated, fixed and novated into fixed payment amounts (the “Support Payments”) to be paid solely out of distributions or dividends on certain Common Units held by certain Holdings Limited Partners, and in the event the Support Payment for a payment date exceeds the distributions or dividends received during the calendar quarter applicable to such payment date, then such excess will be added to such Holdings Limited Partners’ Support Payment for the immediately following payment date until the shortfall in the Support Payments is reduced to zero;

(b) each Holdings Limited Partner party thereto agreed to reinvest all regular quarterly distributions or dividends in respect of a portion of the Common Units issued to such Holdings Limited Partner in the Drop Merger, for each calendar quarter from the calendar quarter ending September 30, 2021, through and including the calendar quarter ending December 31, 2024; and

(c) each Holdings Limited Partner party thereto agreed, subject to certain exceptions, (i) to vote all Common Units held directly or indirectly by such partner in favor of the conversion of EVA into a Delaware corporation pursuant to a plan of conversion (the “Plan of Conversion”) contemplated as of the date of the Support Agreement or pursuant to such other alternative transaction or series of transactions adopted by EVA, including a reorganization (as applicable, the “Conversion”) and any transaction or related matters thereto if EVA seeks unitholder approval and (ii) subject to certain exceptions, not to transfer any Common Units held directly or indirectly by such partner until the earlier of (x) the completion of such unitholder vote regarding the Conversion and (y) EVA’s determination to abandon or terminate the Conversion.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Support Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Registration Rights Agreement

In connection with the Drop Merger, EVA entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holdings Limited Partners party thereto pursuant to which, among other things and subject to certain restrictions, EVA is required to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 registering for resale (i) Common Units received by such Holdings Limited Partners in connection with the Drop Merger, (ii) common stock issuable to such Holdings Limited Partners in exchange for such Common Units upon consummation of the Conversion, and (iii) the DRIP Securities (as defined in the Support Agreement) issuable to such Holdings Limited Partners in connection with their commitment to reinvest dividends or distributions in respect of certain of such Common Units and common stock. The Registration Rights Agreement also provides the Holdings Limited Partners with customary demand and piggyback registration rights.

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The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.1 to this Current Report and incorporated herein by reference.

Stockholders Agreement

In connection with the Drop Merger, EVA entered into a stockholders’ agreement (the “Stockholders Agreement”) with Riverstone Echo Continuation Holdings, L.P. and Riverstone Echo Rollover Holdings, L.P. and each of their respective affiliates that will own shares of EVA common stock following the Conversion (collectively, the “Riverstone Stockholders”), which Stockholders Agreement will become effective upon the Conversion. The Stockholders Agreement provides for the composition of EVA’s initial post-Conversion board of directors. In addition, for so long as the Riverstone Stockholders hold at least 30% of the EVA common stock, EVA agreed that it would not, without the approval of the Riverstone Stockholders:

· amend EVA’s certificate of incorporation or bylaws;

· undertake any transaction involving a merger of EVA or that would otherwise constitute a change of control;

· commence any voluntary dissolution, reorganization, recapitalization or liquidation of EVA;

· make a voluntary filing of a petition for bankruptcy or receivership by EVA, or fail to oppose any other person’s petition filed against EVA in any such proceeding;

· adopt any “poison pill” or shareholder rights plan;

· make any acquisition or disposition of assets or equity interests, in any transaction or series or related transactions, for aggregate consideration in excess of (A) 25% of the fair market value of EVA’s total assets or (B) 25% of the market capitalization of EVA, each as determined at the time of the approval of the agreement to enter into any such transaction or series of related transactions; or

· enter into any agreement to undertake or effect any of the foregoing actions.

The Stockholders Agreement will terminate upon the later of (a) such time as the Riverstone Stockholders hold less than 30% of the EVA common stock and (b) the earlier of (1) the time at which EVA holds an annual meeting of its stockholders in 2022, if held, and (2) December 31, 2022.

The foregoing description of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is filed as Exhibit 4.2 to this Current Report and incorporated into this Item 1.01 by reference.

Seventh Amendment to Credit Agreement

In connection with the Drop Merger, EVA, Enviva, LP, a Delaware limited partnership, certain other subsidiaries of EVA, Barclays Bank PLC, as administrative agent and collateral agent, and the other lenders and issuing banks party thereto entered into a Seventh Amendment to Credit Agreement (the “Seventh Amendment”). The Seventh Amendment amends the Credit Agreement entered into as of April 9, 2015 (as amended previously and by the Seventh Amendment, the “Credit Agreement”) among EVA, the lenders identified therein and Barclays Bank PLC, as administrative agent and collateral agent in order to modify the “Change in Control” definition therein to permit the Drop Merger and the Conversion.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Seventh Amendment, which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.

Amended and Restated Organizational Documents

In connection with the Drop Merger, (i) the General Partner amended and restated the First Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of EVA in its entirety to reflect, among other things, the cancellation and elimination of the IDRs and (ii) MLP Holdco, the General Partner’s sole member, amended and restated the First Amended and Restated Limited Liability Company Agreement of the General Partner (the “LLCA”) in its entirety to update certain governance provisions necessitated by the entry into the Merger Agreement, including by giving Riverstone Echo Continuation Holdings, L.P. and Riverstone Echo Rollover Holdings, L.P. (collectively, the “Riverstone Echo Funds”) the right to jointly appoint the members of the Board.

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The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Partnership Agreement and the LLCA, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and incorporated herein by reference.

Relationships

Certain of the parties to the Merger Agreement are (i) direct or indirect subsidiaries of Holdings and (ii) limited partners of Holdings. As a result, certain individuals, including officers of Holdings GP and officers and directors of the General Partner, serve as officers and/or directors of one or more of such entities. As of the date of this Current Report and after giving effect to the Drop Merger, the Holdings Limited Partners will own, directly or indirectly, Common Units representing a 48.5% limited partner interest in EVA.

The information set forth under Item 1.02 is incorporated herein by reference to the extent required.

Item 1.02. Termination of a Material Definitive Agreement.

Termination of the Purchase Rights Agreement

In connection with the Drop Merger, on October 14, 2021, EVA, the General Partner and Holdings entered into a termination agreement (the “PRA Termination Agreement”), pursuant to which, among other things, the parties thereto agreed to terminate the Amended and Restated Purchase Rights Agreement, dated as of February 24, 2020, by and among EVA, the General Partner and Holdings that previously provided EVA a right of first offer to purchase any wood pellet production plant or deep-water marine terminal that Holdings, its subsidiaries or any other entity that Holdings controls, owns and proposes to sell.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the PRA Termination Agreement, which is filed as Exhibit 10.3 to this Current Report and incorporated herein by reference.

Termination of Registration Rights Agreement

In connection with the Drop Merger, on October 14, 2021, EVA, MLP Holdco and Acquisition I entered into a termination agreement (the “RRA Termination Agreement”), pursuant to which, among other things, the parties thereto agreed to terminate the Registration Rights Agreement, dated as of May 4, 2015, by and among EVA, MLP Holdco and Acquisition I that previously provided the parties with certain customary registration rights in connection with the Common Units such parties subsequently received in connection with EVA’s initial public offering.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the RRA Termination Agreement, which is filed as Exhibit 10.4 to this Current Report and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

To the extent required, the information regarding the Drop Merger set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On October 15, 2021, EVA issued a press release containing preliminary financial results for the quarter ended September 30, 2021. A copy of the press release is furnished with this Current Report as Exhibit 99.1.

The information in Item 2.02 of this Current Report and Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” by EVA for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 concerning the Credit Agreement is incorporated herein by reference.

Item 3.02. Sale of Unregistered Units.

The information regarding the Drop Merger and the Common Units issued to the Holdings Limited Partners as consideration for the Drop Merger, as set forth in Item 1.01 of this Current Report, is incorporated herein by reference. The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933. EVA believes that exemptions other than the foregoing exemption may exist for these transactions.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in Item 1.01 regarding the Stockholders Agreement and the Registration Rights Agreement and in Item 5.03 hereto is incorporated by reference in this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entry into Amended and Restated Employment Agreements

On October 14, 2021, Enviva Management Company, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings, entered into amended and restated employment agreements with each of John K. Keppler, Chairman, President and Chief Executive Officer of the General Partner, and Shai S. Even, Executive Vice President and Chief Financial Officer of the General Partner (each an “Amended Employment Agreement”). The Amended Employment Agreements modify the “Change in Control” definition therein to align with the structure resulting from the Drop Merger.

Except for the foregoing, the terms of the Amended Employment Agreements remain substantively consistent with the terms of each executive’s pre-existing employment agreement as described in EVA’s Annual Report on Form 10-K for the year ended December 31, 2020. This summary is qualified in its entirety by reference to the full text of each of the Amended Employment Agreements, which are attached hereto as Exhibits 10.5 and 10.6 and incorporated herein by reference.

Restricted Securities

Each of EVA’s current named executive officers (the “NEOs”) is a Holdings Limited Partner and owned unvested Series B units in Holdings (the “Series B Units”) immediately prior to the Drop Merger. Fifty percent (50%) of the EVA Common Units received by such Holdings Limited Partner in the Drop Merger will be subject to certain restrictions pursuant to a restricted securities agreement entered into by and among such Holdings Limited Partner and the Riverstone Echo Funds.

Such restrictions, which will continue to apply to the common stock into which such restricted securities are converted or exchanged in connection with the Conversion, will lapse with respect to approximately one-third of the restricted securities held by each NEO on each of December 31, 2022, December 31, 2023 and December 31, 2024, although such restrictions may lapse earlier in the event that an NEO’s employment is terminated under certain circumstances prior to such dates or at such earlier time as the Riverstone Echo Funds hold less than 5% of the outstanding EVA Common Units.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed in Item 1.01 above, in connection with the Drop Merger, (i) the General Partner amended and restated the Partnership Agreement by executing the Second Amended and Restated Agreement of Limited Partnership of EVA, and (ii) MLP Holdco amended and restated the LLCA by executing the Second Amended and Restated Limited Liability Company Agreement of the General Partner.

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Item 7.01. Regulation FD Disclosure.

On October 15, 2021, EVA issued a press release relating to the Drop Merger and the Conversion, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

EVA also posted an investor presentation to the Investor Relations section of its website at www.envivabiomass.com. A copy of the presentation materials is being furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

The information included in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section.

Item 8.01. Other Events.

Risk Factor Related to the Transactions

We are exposed to construction and development risks related to our projects.

Historically, we acquired wood pellet production plants and marine export terminals that had either already commenced commercial operations or received financial support from Holdings to mitigate the risk associated with the construction and ramp of such assets. Following the Drop Merger, we will receive certain fixed payments from certain Holdings Limited Partners associated with Holdings’ existing obligations related to prior drop-down and other transactions; however, such payments may be insufficient to fully compensate us for cost overruns, production delays or other adverse developments. Furthermore, EVA remains exposed to the risks associated with its organic growth initiatives and will be fully exposed to the risks associated with any new development or construction activities.

EVA expects to experience a substantial increase in capital expenditures and general and administrative expenses related to its development and construction activities, which may be substantial. We may face delays or unexpected developments in completing our current or future construction projects, including as a result of our failure to timely obtain the equipment, services or access to infrastructure necessary for the operation of our projects at budgeted costs, maintain all necessary rights to land access and use and obtain and maintain environmental and other permits or approvals. These circumstances could prevent our construction projects from commencing operations or meeting our original expectations concerning timing, operational performance, the capital expenditures necessary for their completion and the returns they will achieve. Moreover, design, development and construction activities associated with a project may occur over an extended period of time, but may generate little or no revenue or cash flow until the project is placed into commercial service. This mis-match in timing could reduce our available liquidity. Our inability to complete and transition our construction projects into financially successful operating projects on time and within budget or the failure of our projects to generate expected returns could have a material adverse impact our liquidity, results of operations, business and financial position, as well as our ability to pay distributions to our unitholders.

Important Information for Unitholders

This communication does not constitute a solicitation of any vote or approval.

In connection with the proposed Conversion, Enviva will file with the SEC a proxy statement. Enviva also plans to file other documents with the SEC regarding the Conversion. After the proxy statement has been cleared by the SEC, a definitive proxy statement will be mailed to the unitholders of Enviva. UNITHOLDERS OF ENVIVA ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED CONVERSION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONVERSION. Unitholders will be able to obtain free copies of the proxy statement and other documents containing important information once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

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Participants in the Solicitation

Enviva and its general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Enviva in connection with the proposed transaction. Information about such directors and executive officers is set forth in Enviva’s Annual Report on Form 10-K filed with the SEC on February 25, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of present or historical fact included herein, regarding the Conversion, Enviva’s ability to consummate the Conversion, the benefits of the Conversion and Enviva’s future financial performance following the Conversion, as well as Enviva’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Enviva disclaims any duty to revise or update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Enviva cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Enviva. These risks include, but are not limited to, (i) general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; (ii) the inability of the parties to enter into definitive agreements or successfully or timely consummate the Conversion or to satisfy the other conditions to the closing of the Conversion; (iii) the risk that the approval of the unitholders of Enviva for the Conversion is not obtained; (iv) failure to realize the anticipated benefits of the Conversion, including as a result of a delay in consummating the Conversion; (v) risks related to our ability to complete development projects at expected multiples or on projected timelines; (vi) risks related to the growth of Enviva’s business and the timing of expected business milestones; (vii) the effects of competition on Enviva’s future business; (viii) the volume and quality of products that we are able to produce or source and sell, which could be adversely affected by, among other things, operating or technical difficulties at our wood pellet production plants or deep-water marine terminals; (ix) the prices at which we are able to sell our products; (x) our ability to successfully integrate drop-down or third-party acquisitions (including the assets acquired as part of the Drop Merger), including the associated contracts, or to realize the anticipated benefits of such acquisitions; (xi) failure of our customers, vendors, and shipping partners to pay or perform their contractual obligations to us; (xii) the creditworthiness of our contract counterparties; (xiii) the amount of low-cost wood fiber that we are able to procure and process, which could be adversely affected by, among other things, disruptions in supply or operating or financial difficulties suffered by our suppliers; (xiv) changes in the price and availability of natural gas, coal, or other sources of energy; (xv) unanticipated ground, grade or water conditions; (xvi) inclement or hazardous environmental conditions, including extreme precipitation, temperatures, and flooding; (xvii) fires, explosions, or other accidents; (xviii) changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, the international shipping industry, or power, heat, and combined heat and power generators; (xix) changes in the regulatory treatment of biomass in core and emerging markets; (xx) our inability to acquire or maintain necessary permits or rights for our production, transportation, or terminaling operations; (xxi) changes in the price and availability of transportation; (xxii) changes in foreign currency exchange or interest rates, and the failure of our hedging arrangements to effectively reduce our exposure to the risks related thereto; (xxiii) risks related to our indebtedness; (xxiv) our failure to maintain effective quality control systems at our wood pellet production plants and deep-water marine terminals, which could lead to the rejection of our products by our customers; (xxv) changes in the quality specifications for our products that are required by our customers; (xxvi) labor disputes, unionization or similar collective actions; (xxvii) our inability to hire, train or retain qualified personnel to manage and operate our business and newly acquired assets; (xxviii) the effects of the exit of the UK from the EU on our and our customers’ businesses; (xxix) our inability to borrow funds and access capital markets; and (xxx) viral contagions or pandemic diseases, such as the recent outbreak of a novel strain of coronavirus known as COVID-19.

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Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Enviva’s expectations and projections can be found in Enviva’s periodic filings with the SEC. Enviva’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Additional Information and Where to Find It

In connection with the proposed Conversion, Enviva will file a proxy statement with the SEC. Additionally, Enviva will file other relevant materials with the SEC in connection with the proposed Conversion. The materials to be filed by Enviva with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of Enviva are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the proposed Conversion because they will contain important information about the Conversion.

Enviva and its general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies of Enviva’s unitholders in connection with the proposed Conversion. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of such executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC in connection with the Conversion when they become available. Information concerning the interests of Enviva’s participants in the solicitation, which may, in some cases, be different from those of Enviva’s unitholders generally, will be set forth in the proxy statement relating to the Conversion when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by this Item 9.01 will be filed by amendment to this Current Report within 71 calendar days after the date on which this Current Report is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial statements required by this Item 9.01 will be filed by amendment to this Current Report within 71 calendar days after the date on which this Current Report is required to be filed.

(d)       Exhibits.

2.1*	Agreement and Plan of Merger, dated October 14, 2021, by and among Enviva Partners, LP, Enviva Holdings LP, EVA Partners Merger Sub, LLC and the other parties named therein.
2.2*	Agreement and Plan of Merger, dated October 14, 2021, by and among Enviva Cottondale Acquisition I, LLC, Enviva Partners, LP, Enviva, Inc. Merger Sub, LLC, Riverstone Echo Continuation Holdings, L.P. and Riverstone Echo Rollover Holdings, L.P.
3.1	Second Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, dated October 14, 2021.
3.2	Second Amended and Restated Limited Liability Company Agreement of Enviva Partners GP, LLC, dated October 14, 2021.

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4.1	Registration Rights Agreement by and among Enviva Partners, LP, the Holdings Limited Partners party thereto and the other parties thereto, dated October 14, 2021.
4.2	Stockholders Agreement, dated October 14, 2021, by and among Enviva Partners, LP, Riverstone Echo Continuation Holdings, L.P. and Riverstone Echo Rollover Holdings, L.P.
10.1	Support Agreement, dated October 14, 2021, by and among Enviva Partners, LP, the persons set forth on Schedule I attached thereto, and the other parties named therein.
10.2	Seventh Amendment to Credit Agreement, dated October 14, 2021, by and among Enviva Partners, LP, Enviva, LP, certain other subsidiaries of Enviva Partners, LP, Barclays Bank PLC as administrative agent and collateral agent, and the other lenders and issuing banks party thereto.
10.3	PRA Termination Agreement, dated October 14, 2021, by and among Enviva Partners, LP Enviva Partners GP, LLC and Enviva Holdings LP.
10.4	RRA Termination Agreement, dated October 14, 2021, by and among Enviva Partners, LP, Enviva MLP Holdco, LLC, and Enviva Cottondale Acquisition I, LLC.
10.5	Fifth Amended and Restated Employment Agreement by and between Enviva Management Company, LLC and John K. Keppler, dated October 14, 2021.
10.6	Third Amended and Restated Employment Agreement by and between Enviva Management Company, LLC and Shai S. Even, dated October 14, 2021.
99.1	Press Release dated October 15, 2021 relating to the Drop Merger and the Conversion.
99.2	Investor Presentation.
104	The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the Commission upon request.

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SIGNATURE

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

	ENVIVA PARTNERS, LP
	By:	Enviva Partners GP LLC, as its sole general partner
Date: October 15, 2021
	By:	/s/ Jason E. Paral
		Jason E. Paral
		Vice President, Associate General Counsel and Secretary

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

ENVIVA HOLDINGS, LP,

ENVIVA PARTNERS, LP,

ENVIVA PARTNERS MERGER SUB, LLC,

and

THE OTHER PARTIES NAMED HEREIN

dated

October 14, 2021

TABLE OF CONTENTS
Article I DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1	Definitions	2
Section 1.2	Rules of Construction	2
Article II THE MERGER AND RELATED MATTERS
Section 2.1	The Merger	3
Section 2.2	Closing	3
Section 2.3	Organizational Documents of Surviving Entity	3
Section 2.4	Effect of Merger on Equity Interests	4
Section 2.5	The Transaction	4
Section 2.6	Deliveries at the Effective Time	5
Article III REPRESENTATIONS AND WARRANTIES REGARDING HOLDINGS AND THE HOLDINGS’ SUBSIDIARIES
Section 3.1	Organization	6
Section 3.2	Authority; Enforceability	6
Section 3.3	Title to Interests	6
Section 3.4	No Conflicts; Consents and Approvals	7
Section 3.5	Legal Proceedings	7
Section 3.6	Employees; Employee Plans	8
Section 3.7	Real Property	9
Section 3.8	Material Contracts	9
Section 3.9	Taxes	9
Section 3.10	Environmental Matters	10
Section 3.11	Brokerage Arrangements	11
Section 3.12	Data Room	11
Section 3.13	Disclaimer	11
Article IV REPRESENTATIONS AND WARRANTIES REGARDING THE LIMITED PARTNERS
Section 4.1	Organization	12
Section 4.2	Authority; Enforceability	12
Section 4.3	Title to Interests	12
Section 4.4	No Conflicts; Consents and Approvals	13
Section 4.5	Legal Proceedings	13
Section 4.6	Investment Representation	14

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Section 4.7	Brokerage Arrangements	14
Section 4.8	Disclaimer	14
Article V REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA
Section 5.1	Organization	14
Section 5.2	Authority; Enforceability	15
Section 5.3	No Conflicts; Consents and Approvals	15
Section 5.4	Legal Proceedings	15
Section 5.5	Delivery of Fairness Opinion	15
Section 5.6	Brokerage Arrangements	16
Section 5.7	EVA Units	16
Section 5.8	SEC Documents	16
Section 5.9	Independent Investigation; Waiver of Other Representations	17
Article VI COVENANTS AND OTHER AGREEMENTS
Section 6.1	Commercially Reasonable Efforts	17
Section 6.2	Tax Matters	17
Section 6.3	EVA Units Listed	18
Section 6.4	Certain Insurance and Indemnification Matters	18
Section 6.5	Post-Effective Time Access; Records	19
Section 6.6	Release	20
Section 6.7	Agreements to be Terminated	21
Article VII INDEMNIFICATION
Section 7.1	Survival	21
Section 7.2	Indemnification	21
Section 7.3	Conduct of Indemnification Proceedings	22
Section 7.4	Limitations	23
Section 7.5	Exclusive Remedy	24
Section 7.6	Tax Treatment of Indemnity Payments.	24
Article VIII GENERAL
Section 8.1	Entire Agreement; Successors and Assigns	25
Section 8.2	Amendments and Waivers	25
Section 8.3	Notices	25
Section 8.4	Governing Law	26
Section 8.5	Dispute Resolution; Waiver of Jury Trial	27
Section 8.6	Disclosure Schedules	27

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Section 8.7	Severability	27
Section 8.8	Transaction Costs and Expenses	28
Section 8.9	Rights of Third Parties	28
Section 8.10	Counterparts	28
Section 8.11	Specific Performance	28
Section 8.12	Publicity	28
Section 8.13	Further Assurances	28
Section 8.14	Confidentiality Agreement	29
EXHIBITS
Exhibit A	Definitions	A-1
Exhibit B	Form of Stockholders Agreement	B-1
Exhibit C	Form of Interest Conveyance	C-1
Exhibit D	Form of Revised GP Agreement	D-1
Exhibit E	Form of Revised Partnership Agreement	E-1
Exhibit F	Form of Support Agreement	F-1
Exhibit G	Form of Registration Rights Agreement	G-1
Exhibit H	Form of Amended Holdings Partnership Agreement	H-1
HOLDINGS DISCLOSURE SCHEDULE
Schedule 3.3(b)	Holdings’ Subsidiaries
Schedule 3.4	Holdings’ Approvals and Consents
Schedule 3.5	Legal Proceedings
Schedule 3.6(b)	Benefit Plans
Schedule 3.7	Real Property
Schedule 3.8(a)	Material Contracts
Schedule 3.9	Taxes
LIMITED PARTNER DISCLOSURE SCHEDULES
Schedule 2.5	Consideration; Notice Information
Schedule 4.3	Limited Partner Interests
SCHEDULES
Schedule 6.7	Agreements to be Terminated
Schedule 8.8	Fees and Expenses

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of October 14, 2021, is by and among Enviva Holdings LP, a Delaware limited partnership (“Holdings”), Enviva Partners, LP, a Delaware limited partnership (“EVA”), Enviva Partners Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EVA (“Merger Sub”), and those limited partners of Holdings party hereto (the “Limited Partners”). Holdings, EVA, Merger Sub, and the Limited Partners are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Enviva Holdings GP, LLC, a Delaware limited liability company, is the general partner of Holdings (“Holdings GP”);

WHEREAS, the Limited Partners collectively own all of the limited partner interests in Holdings;

WHEREAS, Holdings owns all of the limited liability company interests in, and is the sole member of, Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”), and MLP Holdco owns (a) all of the incentive distribution rights representing limited partner interests in EVA (the “IDRs”) which shall be cancelled and eliminated in connection with the Transaction (as defined below) and (b) all of the limited liability company interests in, and is the sole member of, Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of EVA (the “General Partner”);

WHEREAS, prior to the execution of this Agreement, MLP Holdco distributed 7,578,921 EVA Units to Holdings, and Holdings then distributed such EVA Units to certain of its limited partners in accordance with the Holdings Partnership Agreement (as defined below);

WHEREAS, EVA owns all of the limited liability company interests in, and is the sole member of, Merger Sub;

WHEREAS, Merger Sub desires to merge with and into Holdings in accordance with the provisions of this Agreement, the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and the Delaware Limited Liability Company Act (“DLLCA”), whereupon Holdings will continue as the surviving entity and wholly owned subsidiary of EVA (the “Drop Merger”);

WHEREAS, Holdings GP has approved this Agreement and the Merger on behalf of Holdings;

WHEREAS, the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner has (a) received an opinion of Evercore Group L.L.C., the financial advisor to the Conflicts Committee (the “Financial Advisor”), dated as of October 13, 2021, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Consideration (as defined below) to be paid by EVA pursuant to this Agreement is fair, from a financial point of view, to EVA and the Unaffiliated Common Unitholders (as defined in such opinion), (b) determined in good faith the Transaction, including the Transaction Documents, and the exhibits and schedules thereto, taken as a whole, is in the best interest of, EVA and the unaffiliated holders of EVA Units, and (c) approved this Agreement, the Merger, and the Transaction on behalf of (i) EVA and (ii) EVA, in its capacity as the sole member of Merger Sub; and

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WHEREAS, at the Closing (as defined below), certain of the Limited Partners desire to enter into a Support Agreement (as defined below) with EVA.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

AGREEMENTS

Article I
DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1      Definitions. In addition to the terms defined in the body of this Agreement, capitalized terms used herein will have the meanings given to them in Exhibit A. Capitalized terms defined in the body of this Agreement are listed in Exhibit A with reference to the location of the definitions of such terms in the body of this Agreement.

Section 1.2      Rules of Construction. All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits of and to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(a)            If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neuter genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The phrase “ordinary course of business” shall mean, with respect to a particular Person, the ordinary course of business of such Person consistent with past practice in all material respects. Unless the context requires otherwise, all references to Laws, contracts, agreements, and instruments refer to such Laws, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law.

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(b)            The Parties acknowledge each Party and its attorneys have reviewed this Agreement and any rule of construction to the effect any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(c)            The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(d)            All references to currency and “$” herein shall be to, and all payments required hereunder shall be paid in, United States dollars.

(e)            All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Article II
THE MERGER AND RELATED MATTERS

Section 2.1      The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DRULPA and the DLLCA, at the Effective Time, (a) Merger Sub shall be merged with and into Holdings, (b) the separate limited liability company existence of Merger Sub will cease, and (c) Holdings will continue its existence as a Delaware limited partnership under the DRULPA as the surviving entity in the Merger under the name “Enviva Holdings, LP” (the “Surviving Entity”) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DLLCA and the DRULPA, as applicable, and the provisions of this Agreement.

Section 2.2      Closing. Subject to the terms and conditions set forth in this Agreement, the closing of the Transaction (the “Closing”) will take place at the offices of Vinson & Elkins L.L.P., 1114 Avenue of the Americas, 32^nd Floor, New York, New York 10036, concurrently with the execution and delivery of this Agreement (the date of the Closing, the “Closing Date”). Notwithstanding anything to the contrary in the Transaction Documents, for accounting purposes only, title to, ownership of and control over the Surviving Entity and the Business shall pass to EVA, effective as of 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date, Holdings shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as may be required by, and in accordance with, the applicable provisions of the DRULPA and the DLLCA. The Merger shall become effective at the time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such other time specified in the Certificate of Merger (such time, the “Effective Time”).

Section 2.3      Organizational Documents of Surviving Entity.

(a)            Certificate of Limited Partnership. The certificate of limited partnership of Holdings as in effect immediately prior to the Effective Time shall be the certificate of limited partnership of the Surviving Entity until thereafter amended in accordance with the provisions thereof and applicable Law.

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(b)            Agreement of Limited Partnership. At the Effective Time and in conjunction with the filing of the Certificate of Merger, the Amended Holdings Partnership Agreement shall be the limited partnership agreement of the Surviving Entity until thereafter amended in accordance with the provisions thereof and applicable Law.

Section 2.4      Effect of Merger on Equity Interests. At the Effective Time, by virtue of the Merger and without the taking of any action on the part of the holders of any equity interests of Merger Sub, Holdings, or any other Person:

(a)            all limited liability company interests in Merger Sub issued and outstanding as of immediately prior to the Effective Time shall be converted into limited partner interests in the Surviving Entity, which shall constitute the only issued and outstanding limited partner interests of the Surviving Entity;

(b)            the issued and outstanding Units (as defined in the Holdings Partnership Agreement) held by each Limited Partner as of immediately prior to the Effective Time shall be converted into the right of such Limited Partner to receive its share of the Consideration set forth in Schedule 2.5 of such Limited Partner’s Disclosure Schedule or as otherwise delivered to such Limited Partner; and

(c)            the General Partner Interests (as defined in the Holdings Partnership Agreement) issued and outstanding as of immediately prior to the Effective Time shall remain outstanding and unchanged and Holdings GP shall continue to serve as the general partner of Holdings.

Section 2.5      The Transaction.

(a)            At the Closing, the Partnership Agreement shall be amended and restated in its entirety by the General Partner (acting pursuant to its authority in Section 13.1(g) and Section 13.1(d)(i) of the Partnership Agreement) in substantially the form attached hereto as Exhibit E (as so amended and restated, the “Revised Partnership Agreement”), to reflect, among other things, the cancellation and elimination of the IDRs.

(b)            At the Closing, the GP Agreement shall be amended and restated in its entirety by MLP Holdco (acting in its capacity as the sole member of the General Partner) in substantially the form attached hereto as Exhibit D (as so amended and restated, the “Revised GP Agreement”), to reflect, among other things, the appointment of the directors of the General Partner by the Riverstone Echo Funds.

(c)            Immediately following the Effective Time, (i) the Riverstone Echo Funds shall cause Riverstone Enviva Holdings to contribute Holdings GP to EVA, in accordance with the instrument of transfer in substantially the form attached hereto as Exhibit C (the “Interest Conveyance”), (ii) Riverstone Enviva Holdings shall cease to be the sole member of Holdings GP, and (iii) EVA shall be admitted as the sole member of Holdings GP.

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Section 2.6      Deliveries at the Effective Time.

(a)            By the Limited Partners. Subject to the terms and conditions of this Agreement, at or prior to the Effective Time, the applicable Limited Partners shall deliver or cause to be delivered to EVA each of the following items:

(i)            in the case of the Riverstone Echo Funds, a counterpart to the Interest Conveyance, duly executed by Riverstone Enviva Holdings;

(ii)            in the case of the Riverstone Echo Funds and the Management Limited Partners, a counterpart to the support agreement in substantially the form attached hereto as Exhibit F (the “Support Agreement”), duly executed by the Riverstone Echo Funds and each Management Limited Partner; and

(iii)            in the case of the Limited Partners, a counterpart to the registration rights agreement in substantially the form attached hereto as Exhibit G (the “Registration Rights Agreement”).

(b)            By EVA. Subject to the terms and conditions of this Agreement, at or prior to the Effective Time, EVA shall deliver or shall cause to be delivered to the applicable Limited Partners each of the following items:

(i)            to each Limited Partner, the applicable number of EVA Units, by issuance of such EVA Units (in book-entry form);

(ii)            to the Riverstone Echo Funds and each Management Limited Partner, a counterpart to the Support Agreement, duly executed by EVA;

(iii)            a counterpart to the Registration Rights Agreement, duly executed by EVA; and

(iv)            to the Riverstone Echo Funds, a counterpart to the stockholders agreement in substantially the form attached hereto as Exhibit B, duly executed by EVA.

(c)            By Holdings. Subject to the terms and conditions of this Agreement, at or prior to the Effective Time, Holdings shall deliver or shall cause to be delivered to EVA, a Withholding Certificate, duly executed by Holdings.

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Article III
REPRESENTATIONS AND WARRANTIES REGARDING
HOLDINGS AND THE HOLDINGS’ SUBSIDIARIES

Holdings hereby represents and warrants to Merger Sub and EVA as of the date hereof as follows, except as otherwise described in the Holdings Disclosure Schedule to any representation or warranty in this Article III:

Section 3.1      Organization.

(a)            Holdings is a limited partnership, duly formed, validly existing and in good standing under the Laws of the State of Delaware. Holdings has all requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations under, and consummate the transactions contemplated by, the Transaction Documents, including this Agreement.

(b)            Each of the Holdings’ Companies is a limited liability company, limited partnership, corporation, or other legal entity, as applicable, duly formed or incorporated, validly existing, and in good standing (if applicable) under the Laws of its jurisdiction of formation or incorporation. Each of the Holdings’ Companies has all requisite limited liability company, limited partnership, corporate, or other applicable entity power and authority to carry on its business as now being conducted. Each of the Holdings’ Companies is duly qualified or licensed to do business in each jurisdiction in which the ownership or operation of its Business as presently conducted makes such qualification or licensing necessary, except in any jurisdiction where the failure to be so duly qualified or licensed would not reasonably be expected to result in a Material Adverse Effect.

Section 3.2      Authority; Enforceability. The execution and delivery by Holdings of this Agreement and the other Transaction Documents to which it is a party and the performance by Holdings of its obligations hereunder and thereunder have been duly and validly authorized by all necessary limited liability company or limited partnership, as applicable, action. This Agreement and such other Transaction Documents have been duly and validly executed and delivered by Holdings. This Agreement and such other Transaction Documents constitute, the legal, valid, and binding obligations of Holdings, enforceable against Holdings in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles (regardless of whether enforcement is sought at law or in equity).

Section 3.3      Title to Interests.

(a)            The Holdings LP Interests together with the Holdings GP Interest represent 100% of the partnership interests of Holdings. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for partnership interests of Holdings issued or granted by Holdings, and there are no agreements of any kind which may obligate Holdings to issue, purchase, redeem, or otherwise acquire any of its partnership interests, except as may be contained in its Organizational Documents.

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(b)            Each Holdings’ Company owns, holds of record, and is the beneficial owner of the equity interests of the Holdings’ Subsidiaries as set forth on Schedule 3.3(b), in each case, free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) the Organizational Documents of the applicable Holdings’ Subsidiary, or (C) applicable securities Laws or (ii) Liens for Taxes that are Permitted Liens. There are no outstanding options, warrants, rights, or other securities convertible into or exchangeable or exercisable for equity interests of any Holdings’ Subsidiary issued or granted by such Holdings’ Subsidiary, and there are no agreements of any kind which may obligate such Holdings’ Subsidiary to issue, purchase, redeem, or otherwise acquire any of its equity interests, except as may be contained in its Organizational Documents. Except for the equity interests set forth on Schedule 3.3(b), none of the Holdings’ Companies owns any equity interest in any Person.

(c)            MLP Holdco owns, holds of record, and is the beneficial owner of 100% of the IDRs, free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) Merger Sub’s Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes that are Permitted Liens.

Section 3.4      No Conflicts; Consents and Approvals. The execution and delivery by Holdings of this Agreement and the other Transaction Documents to which it is a party and the performance by Holdings of its obligations under this Agreement and such other Transaction Documents do not and will not: (a) violate or result in a breach of the Organizational Documents of Holdings or any of the Holdings’ Companies; (b) assuming all required filings, waivers, approvals, consents, authorizations, and notices disclosed in Schedule 3.4 (“Holdings Approvals and Consents”) and other notifications provided in the ordinary course of business have been made, obtained, or given, (i) violate or result in a default in any material respect under any Material Contract to which Holdings or any of the Holdings’ Companies is a party or (ii) violate or result in a breach in any material respect of any Law or order applicable to Holdings or any of the Holdings’ Companies; (c) require any Governmental Authorization applicable to Holdings or any of the Holdings’ Companies, the absence of which would reasonably be expected to have a Material Adverse Effect; or (d) result in the imposition of any Lien (other than Permitted Liens) on the Holdings LP Interests, other than Liens created by or on behalf of Merger Sub or EVA.

Section 3.5      Legal Proceedings. As of the Closing Date, there are no Legal Proceedings pending or, to the knowledge of Holdings, threatened against Holdings or any of the Holdings’ Companies that: (a) challenge the validity or enforceability of the obligations of Holdings under this Agreement or the Transaction Documents to which it is a party, (b) seek to prevent or delay the consummation by Holdings of the transactions contemplated herein or in the other Transaction Documents to which it is a party, or (c) except as set forth on Schedule 3.5, would reasonably be expected to materially and adversely affect any of the Holdings’ Companies. There is no order, judgment, or decree issued or entered by any Governmental Entity imposed upon Holdings or any of the Holdings’ Companies that, in any such case, (i) challenges the validity or enforceability of the obligations of Holdings under this Agreement or the other Transaction Documents to which it is a party, (ii) seeks to prevent or delay the consummation by Holdings of the transactions contemplated herein or in such Transaction Documents, or (iii) would, individually or in the aggregate, reasonably be expected to materially and adversely affect the Business or the Holdings’ Companies, taken as a whole.

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Section 3.6      Employees; Employee Plans.

(a)            As of the Closing Date, (i) none of the Subject Employees is employed pursuant to the terms of any collective bargaining agreements or other Contract with a labor union and (ii) no union, to the knowledge of Holdings, is attempting to organize as the exclusive bargaining representative of any Subject Employee. Each Holdings’ Company is, and has been since January 1, 2020, in compliance in all material respects with all applicable Laws relating to labor and employment, including but not limited to wage and hour matters and the payment and withholding of taxes.

(b)            Schedule 3.6(b) contains a list of each material Benefit Plan. With respect to each Benefit Plan listed on Schedule 3.6(b), true and complete copies of the following have been made available to EVA, to the extent applicable: (i) the plan document (including any amendments), (ii) a written description of all material terms for any unwritten Benefit Plan, (iii) the summary plan description and any current summary of material modification, (iv) related trust or funding agreement, (v) the most recent IRS determination letter (or opinion letter, if applicable), (vi) the most recently filed Form 5500, (vii) the most recently completed financial statement, actuarial report and non-discrimination testing results, if applicable, and (viii) all non-routine filings made with any Governmental Entities.

(c)            Since January 1, 2020, all material contributions required to be made under the terms of any of the Benefit Plans as of the Closing Date have been timely made or, if not yet due, have been properly accrued. Each Holdings’ Company has operated and administered each Benefit Plan in material compliance with all applicable laws, including ERISA and the Code.

(d)            No Holdings’ Company nor any ERISA Affiliate has any liability (whether absolute or contingent) with respect to, and no Benefit Plan is subject to, Title IV of ERISA (including a “multiemployer plan” (as defined in Section 3(37) of ERISA)), Section 302 of ERISA or Section 412 of the Code. No Benefit Plan is a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

(e)            Neither the negotiation or execution of this Agreement, nor the consummation of the Transaction would (i) result in any material payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due under any Benefit Plan, (ii) materially increase any benefits under any Benefit Plan, (iii) result in the acceleration of the time of payment, funding, or vesting of any material payments or other material benefits or give rise to any additional service credits under any Benefit Plan, or (iv) result in any “disqualified individual” receiving payments or benefits characterized as “excess parachute payments” (both terms as defined within Section 280G of the Code).

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Section 3.7         Real Property. Schedule 3.7 contains a complete list of all the real property and interests in real property owned in fee by any of the Holdings’ Companies with a value in excess of $2,000,000. Except as set forth on Schedule 3.7, there are no leases, subleases, or licenses of real property to which any Holdings’ Company is a party or by which it holds a leasehold interest with a value in excess of $2,000,000. The Holdings’ Companies have good and marketable title to each real property described therein and the improvements thereon, free and clear or all Liens other than (a) Permitted Liens and (b) Liens created pursuant to this Agreement.

Section 3.8         Material Contracts.

(a)            Schedule 3.8(a) sets forth all Material Contracts, which to the knowledge of Holdings, represent all of such Contracts other than any such Contracts contemplated to be entered into upon the Effective Time or otherwise referred to herein.

(b)           Each of the Material Contracts (i) is in full force and effect in all material respects and (ii) represents the legal, valid and binding obligation of the Holdings’ Companies (as applicable) and, to the knowledge of Holdings, represents the legal, valid, and binding obligation of the other parties thereto, in each case enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other Laws relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity). None of the Holdings’ Companies, or, to the knowledge of Holdings, any other party is in breach of any Material Contract in any material respect, and none of the Holdings’ Companies has received any written notice of termination or breach of any Material Contract.

Section 3.9        Taxes.

(a)            Except as provided in Schedule 3.9, each of the Holdings’ Companies (other than Holdings) is disregarded as an entity separate from Holdings for U.S. federal income tax purposes.

(b)           All Tax Returns that are required to have been filed by, or with respect to, the Holdings’ Companies or any of their respective operations and Assets have been timely and properly filed with the appropriate Taxing Authority, except for such failures to file timely or properly that, individually or in the aggregate, would not reasonably be expected to be material to the Holdings’ Companies, taken as a whole.

(c)           All Taxes that are required to have been paid by or with respect to the Holdings’ Companies or any of their respective operations and Assets, regardless of whether such Taxes were shown on a Tax Return, have been timely and properly paid in full to the appropriate Taxing Authority, except for such failures to pay timely or properly that, individually or in the aggregate, would not reasonably be expected to be material to the Holdings’ Companies taken as a whole.

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(d)           There are no Liens (other than Permitted Liens) on any of the Assets of the Holdings’ Companies that have arisen in connection with any failure (or alleged failure) to pay any Tax.

(e)            None of the Holdings’ Companies has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency.

(f)            There are no pending or active audits or legal proceedings regarding any of the Tax Returns described in Section 3.9(b) or any Taxes of or with respect to any of the Holdings’ Companies or any of their respective Assets or, to Holdings’ knowledge, threatened audits or proposed deficiencies or other claims for unpaid Taxes of any of the Holdings’ Companies.

Section 3.10       Environmental Matters.

(a)           To the knowledge of Holdings, the Holdings’ Companies have taken, consistent with past practice, all necessary steps to apply for and/or obtain all material Governmental Authorizations required in all material respects for the Business as presently conducted under all Environmental Laws.

(b)           To the knowledge of Holdings, the Holdings’ Companies will be able to timely obtain all material Governmental Authorizations required in all material respects for the Business as presently conducted under all Environmental Laws.

(c)           The Holdings’ Companies are, and have been since January 1, 2020, in compliance in all material respects with all Environmental Laws.

(d)           None of the Holdings’ Companies are the subject of any outstanding administrative or judicial order or judgment, agreement or arbitration award from any Governmental Entity under any Environmental Laws requiring remediation or the payment of a fine or penalty, the outcome of which would reasonably be expected to have a Material Adverse Effect.

(e)            None of the Holdings’ Companies are subject to any Legal Proceeding pending or threatened in writing, whether judicial or administrative, nor have they received from any Governmental Entity any written notice, order, request for information, or complaint, regarding noncompliance with or potential liability under any Environmental Law, the outcome of which would reasonably be expected to have a Material Adverse Effect.

(f)            To the knowledge of Holdings, there have been no Releases to property owned by any Holdings’ Company, except for any Release as would not reasonably be expected to result in a liability to any Holdings’ Company under any Environmental Law, the outcome of which would reasonably be expected to have a Material Adverse Effect.

(g)           To the knowledge of Holdings, there has been no exposure of any Person or property to any Hazardous Substances in violation of Environmental Laws by any Holdings’ Company with respect to the Business, except for any such exposure as would not reasonably be expected to result in a liability to any Holdings’ Company under any Environmental Law, the outcome of which would reasonably be expected to have a Material Adverse Effect.

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EVA and Merger Sub acknowledge that this Section 3.10 shall be deemed to be the only representations and warranties in this Agreement with respect to Hazardous Substances, Releases, or Environmental Laws (including Governmental Authorizations required under Environmental Laws) or any other matter related to or arising under any Environmental Law.

Section 3.11      Brokerage Arrangements. Neither Holdings nor any of its Affiliates has entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Merger Sub or EVA to pay any commission, brokerage or “finder’s fee,” or other fee in connection with this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby.

Section 3.12      Data Room.  As of the Closing Date, copies of all Material Contracts and Governmental Authorizations in Holdings’ possession with respect to the Holdings’ Companies have been provided and made accessible to EVA in the online “virtual data room” for “Project Titan” established by Datasite prior to the Closing Date. Within five (5) Business Days after the Closing Date, Holdings shall provide to EVA a true and complete digital copy of the contents of such online “virtual data room” as of the Closing Date.

Section 3.13      Disclaimer.

(a)           Notwithstanding anything to the contrary herein, Holdings does not make any representation or warranty (i) in any provision of this Agreement, the Disclosure Schedules or otherwise, other than those expressly set forth in this Article III, (ii) with respect to any date or period after the Effective Time, or (iii) with respect to EVA, Merger Sub, or any of their Subsidiaries.

(b)           EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN Article III, THE HOLDINGS INTERESTS, THE HOLDINGS’ COMPANIES, AND THEIR RESPECTIVE ASSETS, ARE BEING PROVIDED, “AS IS, WHERE IS, WITH ALL FAULTS” AND HOLDINGS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE, OR QUALITY OF THE HOLDINGS INTERESTS, THE HOLDINGS’ COMPANIES, THEIR RESPECTIVE ASSETS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS, AND OTHER INCIDENTS OF THE HOLDINGS INTERESTS, THE HOLDINGS’ COMPANIES, AND THEIR RESPECTIVE ASSETS. THE STATEMENTS AND DISCLAIMERS MADE UNDER THIS Section 3.13 EXPRESSLY SURVIVE THE EFFECTIVE TIME.

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Article IV
REPRESENTATIONS AND WARRANTIES REGARDING
THE LIMITED PARTNERS

Each Limited Partner, severally and not jointly and severally, hereby represents and warrants to Merger Sub and EVA as of the date hereof as follows, except as otherwise described in such Limited Partner’s Disclosure Schedule to any representation or warranty in this Article IV:

Section 4.1         Organization. If such Limited Partner is a legal entity, such Limited Partner (i) is a limited liability company, limited partnership, corporation, or other legal entity, as applicable, duly formed, validly existing, and in good standing (if applicable) under the Laws of its jurisdiction of formation, (ii) has all requisite limited liability company, limited partnership, corporate, or other applicable entity power and authority to carry on its business as now being conducted, and (iii) is duly qualified or licensed to do business in each jurisdiction in which the ownership or operation of its business as presently conducted makes such qualification or licensing necessary, except in any jurisdiction where the failure to be so duly qualified or licensed would not reasonably be expected to result in a material adverse effect on such Limited Partner’s ability to consummate the Transaction.

Section 4.2         Authority; Enforceability. The execution and delivery by such Limited Partner of this Agreement and the other Transaction Documents to which such Limited Partner is a party and the performance by such Limited Partner of such Limited Partner’s obligations hereunder and thereunder have been duly and validly authorized by all necessary action, including, if such Limited Partner is a legal entity, all necessary limited liability company, limited partnership, corporate, or other applicable entity action. This Agreement and such other Transaction Documents have been duly and validly executed and delivered by such Limited Partner. This Agreement and such other Transaction Documents constitute, the legal, valid, and binding obligations of such Limited Partner, enforceable against such Limited Partner in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles (regardless of whether enforcement is sought at law or in equity).

Section 4.3        Title to Interests.

(a)            Such Limited Partner owns, holds of record, and is the beneficial owner of the limited partner interests of Holdings as set forth in Schedule 4.3 of such Limited Partner’s Disclosure Schedule (the “Holdings LP Interests”), free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) Holdings’ Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes or other governmental charges not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by such Limited Partner.

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(b)           Riverstone Enviva Holdings owns, holds of record, and is the beneficial owner of 100% of the limited liability company interests of Holdings GP, free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) Holdings GP’s Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes or other governmental charges not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by Riverstone Enviva Holdings. There are no outstanding options, warrants, rights, or other securities convertible into or exchangeable or exercisable for limited liability company interests of Holdings GP issued or granted by Holdings GP, and there are no agreements of any kind which may obligate Holdings GP to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents. Holdings GP owns, holds of record and is the beneficial owner of the general partner interest in Holdings (the “Holdings GP Interest”), free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) Holdings’ Organizational Documents, or (C) applicable securities Laws or (ii) Liens for Taxes or other governmental charges not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by Holdings GP. For the avoidance of doubt, the representations and warranties in this Section 4.3(b) are made solely by Riverstone Enviva Holdings.

Section 4.4         No Conflicts; Consents and Approvals. The execution and delivery by such Limited Partner of this Agreement and the other Transaction Documents to which such Limited Partner is a party and the performance by such Limited Partner of such Limited Partner’s obligations under this Agreement and such other Transaction Documents do not and will not: (a) violate or result in a breach of the Organizational Documents of such Limited Partner, if applicable; (b)  (i) violate or result in a default in any material respect under any material Contract to which such Limited Partner is a party, or (ii) violate or result in a breach in any material respect of any Law or order applicable to such Limited Partner, (c) require any Governmental Authorization applicable to such Limited Partner, the absence of which would reasonably be expected to have a material adverse effect on such Limited Partner’s ability to consummate the Transaction, or (d) result in the imposition of any Lien on any Holdings LP Interests or limited liability company interests in Holdings GP held by such Limited Partner, other than Liens created by or on behalf of Merger Sub or EVA.

Section 4.5         Legal Proceedings. As of the Closing Date, there are no Legal Proceedings pending or, to the knowledge of such Limited Partner, threatened against such Limited Partner that (a) challenge the validity or enforceability of the obligations of such Limited Partner under this Agreement or the Transaction Documents to which such Limited Partner is a party, or (b) seek to prevent or delay the consummation by such Limited Partner of the transactions contemplated herein or in the other Transaction Documents to which such Limited Partner is a party. There is no order, judgment, or decree issued or entered by any Governmental Entity imposed upon such Limited Partner that, in any such case, (i) challenges the validity or enforceability of the obligations of such Limited Partner under this Agreement or the other Transaction Documents to which such Limited Partner is a party, or (ii) seeks to prevent or delay the consummation by such Limited Partner of the transactions contemplated herein or in such Transaction Documents.

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Section 4.6         Investment Representation. Such Limited Partner is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act. Such Limited Partner is receiving the EVA Units to be issued and delivered to it hereunder for its own account with the present intention of holding such EVA Units for investment purposes and not with a view to, or for sale in connection with, any distribution. Such Limited Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in such EVA Units. Such Limited Partner acknowledges that such EVA Units have not been registered under applicable federal and state securities Laws and that such EVA Units may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation, or other disposition is registered under applicable federal and state securities Laws or is made pursuant to an exemption from registration under any federal or state securities Laws.

Section 4.7         Brokerage Arrangements. Such Limited Partner has not entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Merger Sub or EVA to pay any commission, brokerage or “finder’s fee,” or other fee in connection with this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby.

Section 4.8         Disclaimer.

(a)            Notwithstanding anything to the contrary herein, such Limited Partner does not make any representation or warranty (i) in any provision of this Agreement, the Disclosure Schedules or otherwise, other than those expressly set forth in this Article IV, (ii) with respect to any date or period after the Effective Time, or (iii) with respect to EVA, Merger Sub, Holdings or any of their respective Subsidiaries, other than those expressly set forth in this Article IV.

(b)           EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN ARTICLE IV, THE HOLDINGS INTERESTS, THE HOLDINGS’ COMPANIES, AND THEIR RESPECTIVE ASSETS, ARE BEING PROVIDED, “AS IS, WHERE IS, WITH ALL FAULTS” AND SUCH LIMITED PARTNER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE, OR QUALITY OF THE HOLDINGS INTERESTS, THE HOLDINGS’ COMPANIES, THEIR RESPECTIVE ASSETS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS, AND OTHER INCIDENTS OF THE HOLDINGS INTERESTS, THE HOLDINGS’ COMPANIES, AND THEIR RESPECTIVE ASSETS. THE STATEMENTS AND DISCLAIMERS MADE UNDER THIS Section 4.8 EXPRESSLY SURVIVE THE EFFECTIVE TIME.

Article V
REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA

Merger Sub and EVA hereby represent and warrant to Holdings as of the date hereof as follows:

Section 5.1         Organization. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. EVA is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware.

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Section 5.2         Authority; Enforceability. The execution and delivery by Merger Sub and EVA of this Agreement and the other Transaction Documents to which it is a party and the performance by Merger Sub and EVA of each of its obligations hereunder and thereunder have been duly and validly authorized by all necessary limited liability company or limited partnership, as applicable, action. The execution and delivery of this Agreement and the other Transaction Documents to which Merger Sub or EVA, as applicable, is a party, and the performance of the obligations of Merger Sub or EVA, as applicable, hereunder and thereunder have been duly and validly approved by the Conflicts Committee and authorized by Merger Sub and EVA. This Agreement and the other Transaction Documents to which Merger Sub or EVA, as applicable, is a party constitute the valid and binding obligations of Merger Sub or EVA, as applicable, enforceable against Merger Sub or EVA, as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other Laws relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity).

Section 5.3         No Conflicts; Consents and Approvals. The execution and delivery by Merger Sub and EVA of this Agreement and the other Transaction Documents to which it is a party and the performance by Merger Sub and EVA of their obligations hereunder and thereunder and the consummation by Merger Sub and EVA of the Transaction do not: (a) violate or result in a breach of the Organizational Documents of Merger Sub or EVA, (b) violate or result in a breach or default under any material Contract to which Merger Sub or EVA is a party, except for any such violation or default which would not reasonably be expected to result in a material adverse effect on Merger Sub’s or EVA’s ability to consummate the Transaction, (c) violate or result in a breach of any Law or order applicable to Merger Sub or EVA, except as would not reasonably be expected to result in a material adverse effect on Merger Sub’s or EVA’s ability to consummate the Transaction, or (d) require any Governmental Authorization, other than, (x) with respect to Governmental Authorization, any filings pursuant to the Exchange Act and listing of the EVA Units on The New York Stock Exchange and (y) in each case, any such consent or approval which, if not made or obtained, would not reasonably be expected to result in a material adverse effect on Merger Sub’s or EVA’s ability to consummate the Transaction.

Section 5.4         Legal Proceedings. There are no Legal Proceedings pending or, to the knowledge of Merger Sub or EVA, threatened against Merger Sub or EVA that (a) challenge the validity or enforceability of the obligations of Merger Sub or EVA under this Agreement or the other Transaction Documents to which they are a party or (b) seek to prevent or delay the consummation by Merger Sub or EVA of the transactions contemplated herein or therein.

Section 5.5         Delivery of Fairness Opinion. The Conflicts Committee has received an opinion of the Financial Advisor, dated as of October 13, 2021, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Consideration to be paid by EVA pursuant to this Agreement is fair, from a financial point of view, to EVA and the Unaffiliated Common Unitholders (as defined in such opinion).

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Section 5.6         Brokerage Arrangements. Neither EVA, Merger Sub, nor any of their respective Affiliates has entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Holdings or any Limited Partner to pay any commission, brokerage or “finder’s fee,” or other fee in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.

Section 5.7         EVA Units. The EVA Units issued at the Effective Time, if and when issued in consideration for the Transaction, will be duly authorized, validly issued, fully paid (to the extent required by EVA’s Organizational Documents) and nonassessable (except as such nonassessability may be affected by the Delaware Revised Uniform Limited Partnership Act) and free of any preemptive or similar rights (other than those set forth in EVA’s Organizational Documents).

Section 5.8         SEC Documents. EVA has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, registration statements, reports, schedules, and statements required to be filed by it under the Exchange Act or Securities Act (all such documents filed on or prior to the Closing Date, collectively, the “EVA SEC Documents”). The EVA SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “EVA Financial Statements”), at the time filed (in the case of registration statements, solely on the date of effectiveness) (except to the extent corrected by a subsequently filed EVA SEC Document filed prior to the Closing Date) (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The EVA Financial Statements were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end adjustments) in all material respects the consolidated financial position of EVA as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and has not resigned or been dismissed as independent registered public accountants of EVA as a result of or in connection with any disagreement with EVA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

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Section 5.9         Independent Investigation; Waiver of Other Representations.

(a)           EACH OF EVA AND MERGER SUB HEREBY ACKNOWLEDGES (i) IT HAS MADE ITS OWN INDEPENDENT EXAMINATION, INVESTIGATION, ANALYSIS, AND EVALUATION OF THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, TECHNOLOGY, AND PROSPECTS OF THE HOLDINGS INTERESTS AND THE HOLDINGS’ COMPANIES, (ii) IT HAS BEEN PROVIDED OR GIVEN THE OPPORTUNITY TO ACCESS PERSONNEL, PROPERTIES, PREMISES, AND RECORDS OF THE HOLDINGS INTERESTS AND THE HOLDINGS’ COMPANIES FOR SUCH PURPOSE AND HAS RECEIVED AND REVIEWED SUCH INFORMATION AND HAS HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS RELATING TO SUCH MATTERS AS IT DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION, (iii) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE HOLDINGS INTERESTS AND THE HOLDINGS’ COMPANIES, and, (iv) HOLDINGS AND THE LIMITED PARTNERS MAKE NO REPRESENTATION OR WARRANTY IN ANY PROVISION OF THIS AGREEMENT, THE DISCLOSURE SCHEDULES, OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH IN Article III (SUBJECT TO Section 3.13) and in article iv (subject to section 4.8).

(b)           EACH OF EVA AND MERGER SUB ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO THE PROJECTIONS, ESTIMATES, AND OTHER FORECASTS, AND CERTAIN BUDGETS AND BUSINESS PLAN INFORMATION PROVIDED TO EVA AND MERGER SUB, (i) there are uncertainties inherent in attempting to make such projections, estimates, and other forecasts, BUDGETS, and plans, and it is familiar with such uncertainties, and (ii) EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATIONS OF THE ADEQUACY AND ACCURACY OF ALL PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS, AND PLANS SO FURNISHED TO IT AND ANY USE OF OR RELIANCE BY IT ON SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS, AND PLANS SHALL BE AT ITS SOLE RISK.

Article VI
COVENANTS AND OTHER AGREEMENTS

Section 6.1        Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate the Transaction.

Section 6.2        Tax Matters.

(a)           To the extent Transfer Taxes may be due and payable in connection with the Transaction, such Transfer Taxes shall be borne 50% by EVA and 50% by the Limited Partners (severally, in accordance with the portion of the Consideration allocable to each Limited Partner). Riverstone Enviva Holdings and EVA shall reasonably cooperate in obtaining applicable exemptions from, or taking other actions to reduce, Transfer Taxes in accordance with applicable Law.

(b)           For U.S. federal and applicable state and local income tax purposes, the Merger is intended to be treated as a partnership merger under Treasury Regulations Section 1.708-1(c)(3)(i), with EVA as the continuing partnership and Holdings as the terminating partnership. Accordingly, Holdings will be deemed to contribute all of its assets and liabilities to EVA in exchange for EVA Units and, immediately thereafter, distribute such EVA Units to the Limited Partners in a liquidating distribution. EVA shall timely prepare and file (or cause to be timely prepared and filed) the final U.S. federal income tax return (and any applicable state and local income Tax Returns) of Holdings for the short Tax period ending on the Closing Date, in each case, in a manner consistent with the past practices of Holdings unless otherwise required by applicable Law (as determined in good faith consultation with Riverstone Enviva Holdings). Riverstone Enviva Holdings shall have a meaningful opportunity to review and comment on any such Tax Returns, and EVA shall consider in good faith any such comments prior to filing such Tax Return.

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(c)            Riverstone Enviva Holdings (or an Affiliate thereof) shall be appointed as the “partnership representative” (as such term is defined in Section 6223 of the Code) for Holdings for any tax period ending on or prior to the Closing Date and shall designate a “designated individual,” if applicable (as defined in Treasury Regulations promulgated under Section 6223 (including, in each case, any similar capacity or role under relevant state or local law)). Riverstone Enviva Holdings shall cause the partnership representative and designated individual (if applicable) to make the election under Section 6226(a) of the Code so that any adjustments to tax (including interest and penalties) arising from a partnership-level adjustment of such a tax period that would otherwise be imposed on Holdings or EVA are borne by the former members of Holdings with respect to such tax period. All reasonable, documented costs and expenses incurred by the partnership representative (or its designated individual) in connection with its duties shall be paid by Holdings.

Section 6.3         EVA Units Listed. EVA will cause to be listed, prior to the Closing or, in any event, as soon as practicable following the Closing, on The New York Stock Exchange, upon official notice of issuance, the EVA Units.

Section 6.4         Certain Insurance and Indemnification Matters.

(a)            Each of EVA and Merger Sub agrees that all rights to indemnification and exculpation existing in favor of the Holdings’ Companies or the General Partner or any present or former director, officer, employee, fiduciary or agent of the Holdings’ Companies or the General Partner, as provided in the respective Organizational Documents of the Holdings’ Companies or the General Partner in each case in effect as of the date of this Agreement (and immediately prior to the Effective Time), shall survive the Effective Time and shall continue in full force and effect for a period of not less than the applicable statute of limitations. Neither EVA nor Merger Sub shall amend, restate, waive or terminate any Organizational Document of the Holdings’ Companies or the General Partner in any manner that would adversely affect the indemnification or exculpation rights of any such present or former director, officer, employee, fiduciary or agent as of immediately prior to the Effective Time.

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(b)           Each of EVA and Merger Sub covenants and agrees that, during the period that commences at the Effective Time and ends on the sixth (6th) anniversary of the Effective Time, with respect to each individual who served as a director or officer of any of the Holdings’ Companies or the General Partner at any time prior to the Effective Time (each, a “Covered Person”), EVA and Merger Sub shall cause such Holdings’ Company or the General Partner (A) to continue in effect the current director and officer liability or similar insurance policy or policies, including director and officer liability insurance, that such Holdings’ Company or the General Partner has as of the date of this Agreement, or (B) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘tail’ or runoff policy (covering all claims, whether choate or inchoate, made during such six (6) year period), in each case so that each Covered Person has coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Effective Time at least to the same extent (including policy limits, exclusions and scope) as such Covered Person has coverage for such acts, events, occurrences or omissions under the director and officer liability insurance or similar policy maintained by the Holdings’ Companies or the General Partner as of the date of this Agreement.

(c)            In the event that any Holdings’ Company or the General Partner (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or the acquiror of such assets, as the case may be, assume the obligations set forth in this Section 6.4.

Section 6.5         Post-Effective Time Access; Records. From and after the Effective Time, EVA and its Affiliates shall make or cause to be made available to the Riverstone Echo Funds all books, records, Tax Returns and documents of the Holdings’ Companies and the General Partner (and the assistance of employees responsible for such books, records and documents) upon reasonable notice during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Legal Proceeding, (b) preparing reports to direct or indirect equity owners and Governmental Entities or (c) such other purposes for which access to such documents (or the assistance of employees responsible for such documents) is determined by the Riverstone Echo Funds to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns (including providing the Riverstone Echo Funds with a schedule that sets forth the tax basis and holding period of the EVA Units transferred to it pursuant to this Agreement), pursuing Tax refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of the Limited Partners or any of their respective Affiliates under any Transaction Documents; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of the Holdings’ Companies and the General Partner and the reasonable out-of-pocket expenses of the Holdings’ Companies and the General Partner incurred in connection therewith shall be paid by such Limited Partners. EVA shall cause each Holdings’ Company and the General Partner to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (i) five (5) years after the Effective Time and (ii) any applicable statutory or regulatory retention period, as the same may be extended.

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Section 6.6      Release.

(a)            Except for (i) the obligations of EVA and Merger Sub under this Agreement (including Section 6.4) or any Transaction Document, (ii) the indemnification rights of the Limited Partners set forth in Article VII, (iii) any indemnification rights of a Limited Partner or its Affiliate pursuant to the Acquisition I Merger Agreement or the Echo Blocker Merger Agreement, (iv) any indemnification rights of a Limited Partner pursuant to the Organizational Documents of any of the Holdings’ Companies as in effect immediately prior to the Effective Time, or (v) in the case of fraud, effective as of the Effective Time, each Limited Partner hereby forever fully and irrevocably releases and discharges, Merger Sub, EVA, and their Affiliates, each Holdings’ Company and the General Partner and the respective predecessors, successors and past and present officers, directors, managers, equityholders, employees, agents, and representatives (acting in their capacity as such) of the foregoing (collectively, the “EVA Released Parties”) from any and all actions, suits, claims, demands, debts, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) in each case related to, as applicable, such Limited Partner’s direct or indirect ownership of the Holdings Interests (including the form and amount of the Consideration payable to such Limited Partner pursuant to this Agreement in exchange for such Holdings Interests), such Limited Partner’s ownership of limited liability company interests in Holdings GP, the ownership and/or operation of the Holdings’ Companies, and the assets, business, operations conduct, services, products and/or employees (including former employees) of the Holdings’ Companies (and any predecessors), in each case related to any period of time before the Closing, which such Limited Partner can, shall, or may have against the EVA Released Parties, whether known or unknown, and that now exist or may hereinafter accrue based on matters now known or unknown (collectively, the “EVA Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Legal Proceeding before any Governmental Entity, against any EVA Released Party based upon any EVA Released Claim.

(b)            Except for (i) the indemnification rights of EVA set forth in Article VII, (ii) the obligations of the Limited Partners under this Agreement or any Transaction Document, (iii) any indemnification rights of EVA pursuant to the Acquisition I Merger Agreement or the Echo Blocker Merger Agreement, or (iv) in the case of fraud, effective as of the Effective Time, each of EVA and Merger Sub hereby forever fully and irrevocably releases and discharges each Limited Partner and its Affiliates and the respective predecessors, successors and past and present officers, directors, managers, equityholders, employees, agents, and representatives (acting in their capacity as such) of the foregoing (collectively, the “Holdings Released Parties”), from any and all actions, suits, claims, demands, debts, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) in each case related directly to, as applicable, such Limited Partner’s direct or indirect ownership of any of the Holdings Interests, such Limited Partner’s ownership of limited liability company interests in Holdings GP, the ownership and/or operation of the Holdings’ Companies, and the assets, business, operations conduct, services, products and/or employees (including former employees) of the Holdings’ Companies (and any predecessors), in each case related to any period of time before the Closing, which EVA and Merger Sub can, shall, or may have against such Limited Partner, whether known or unknown, and that now exist or may hereinafter accrue based on matters now known or unknown (collectively, the “Holdings Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Legal Proceeding before any Governmental Entity, against any Holdings Released Party based upon any Holdings Released Claim.

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Section 6.7      Agreements to be Terminated. EVA and Holdings shall terminate, or cause to be terminated, each Contract set forth on Schedule 6.7 at or prior to the Closing.

Article VII
INDEMNIFICATION

Section 7.1      Survival. The representations and warranties contained in Article III, Article IV, and Article V shall survive for a period of twelve (12) months following the Closing Date.

Upon the expiration of any representation and warranty that survives the Closing pursuant to this Section 7.1, unless written notice of a claim based on such representation and warranty shall have been delivered to the Indemnifying Party prior to such expiration, no claim may be brought based on the breach of such representation and warranty. The covenants made in this Agreement shall survive the Closing and remain operative and in full force and effect indefinitely or until the latest date permitted by Law.

Section 7.2      Indemnification. From and after the Closing, and subject to this Article VII:

(a)            Each of the Limited Partners, severally and not jointly and severally, shall indemnify, defend and hold harmless EVA, its Affiliates, and its and their respective officers, directors, managers, employees, counsel, agents and representatives (collectively, the “EVA Indemnitees”), to the fullest extent permitted by applicable Law, from and against any and all Damages incurred or suffered by any EVA Indemnitee to the extent caused by, resulting from, arising out of, or relating to the breach of any of (i) the representations and warranties (A) made by such Limited Partner pursuant to Article IV or (B) made by Holdings pursuant to Article III (up to such Limited Partner’s Indemnifiable Share (if any) of such Damages in the case of a breach by Holdings), or (ii) the covenants, in each case, of such Limited Partner or Holdings (up to such Limited Partner’s Indemnifiable Share (if any) of such Damages in the case of a breach by Holdings) contained herein; provided, however, such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of the survival of such representation or warranty as set forth in Section 7.1. Claims for indemnification under this Section 7.2(a) may be satisfied by the Limited Partners (x) in cash, or (y) at the election of the applicable Limited Partners, through delivery of EVA securities to EVA (with such securities valued at the 20-day volume weighted average closing price of such EVA security on the principal national securities exchange that such EVA security trades as of the date of the EVA provides notice of such indemnity claim) if at such time a registration statement for the resale of such Limited Partners’ EVA securities is not available or such Limited Partners are otherwise in possession of material non-public information relating to EVA.

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(b)            EVA shall indemnify, defend, and hold harmless the Limited Partners, their Affiliates and their respective officers, directors, managers, employees, counsel, agents and representatives (collectively, the “Limited Partner Indemnitees”), to the fullest extent permitted by applicable Law, from and against all Damages incurred by or suffered by any Limited Partner Indemnitee arising out of or relating to (i) the breach of any of (A) the representations and warranties, or (B) the covenants, in each case, of EVA and Merger Sub contained herein; provided, however, such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of the survival of such representation or warranty as set forth in Section 7.1, or (ii) any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party against any Limited Partner Indemnitee that pertains to the business or operations of the Holdings’ Companies or the ownership of the Holdings’ Companies, except to the extent of any matters for which the Limited Partners are obligated to indemnify any EVA Indemnitee under Section 7.2(a).

Section 7.3      Conduct of Indemnification Proceedings(a).

(a)            If any Legal Proceeding shall be brought or asserted against any EVA Indemnitee or Limited Partner Indemnitee and such Person is entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of one counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, however, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have adversely prejudiced the Indemnifying Party.

(b)            An Indemnified Party shall have the right to employ separate counsel in any such Legal Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party shall have failed promptly to assume the defense of such Legal Proceeding or (ii) the named parties to any such Legal Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such Legal Proceeding effected without its written consent, which consent shall not be unreasonably withheld. Except for claims related to Taxes, no Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Legal Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Legal Proceeding and does not contain any admission of wrongdoing or illegal conduct.

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(c)            All reasonable fees and expenses of the Indemnified Party that are Damages for which the Indemnified Party is entitled to indemnification hereunder (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Legal Proceeding in a manner not inconsistent with this Agreement) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days after written notice thereof to the Indemnifying Party; provided, however, the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is judicially determined that such Indemnified Party is not entitled to indemnification for such fees and expenses hereunder.

Section 7.4      Limitations.

(a)            None of the Limited Partners nor EVA shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty under Section 7.2(a)(i) or Section 7.2(b)(i)(A), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a)(i) or Section 7.2(b)(i)(A), as applicable, exceeds $7,500,000 (the “Deductible”), at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such threshold; provided, however, the aggregate liability of the Limited Partners or EVA for indemnity for any breach of a representation or warranty under Section 7.2(a)(i) or Section 7.2(b)(i)(A), as applicable, or of any covenant pursuant to Section 7.2(a)(ii) or Section 7.2(b)(i)(B), as applicable, shall not exceed $75,000,000 (the “Cap”). Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for fraud.

(b)            For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by an EVA Indemnitee, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided, however, this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred.

(c)            NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE NONE OF THE LIMITED PARTNERS NOR EVA SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2.

(d)            The Limited Partners shall not be liable for indemnification under Section 7.2(a), and the EVA Indemnitees shall have no right to recover any Damages under Section 7.2(a), to the extent EVA or its subsidiaries have been compensated for the Damages claim pursuant to the Support Agreement or otherwise.

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(e)            Notwithstanding anything to the contrary in this Article VII, but subject to the limitations set forth in this Section 7.4 (i) no Limited Partner shall be liable for any breach of any representation or warranty made under Article IV by any other Limited Partner or of any covenant by any other Limited Partner and (ii) with respect to a breach of any representation or warranty made under Article III by Holdings or of any covenant of Holdings, (A) no Management Limited Partner shall be liable for any such breach and (B) no Riverstone Echo Fund shall be liable for more than such Limited Partner’s Indemnifiable Share of the Damages for any such breach.

(f)            For purposes of determining whether the Deductible has been met as to (i) the Limited Partners, all damages properly asserted against the Acquisition I Indemnifying Parties under Section 8.2(a)(i) of the Acquisition I Merger Agreement shall be aggregated with the subject Damages hereunder and (ii) as to EVA, all damages properly asserted against EVA under Section 8.2(b)(i)(A) of the Acquisition I Merger Agreement shall be aggregated with the subject Damages hereunder, and, in the case of each of clauses (i) and (ii) shall be treated as if such damages were Damages indemnified under this Agreement.

(g)            For purposes of determining whether the Cap has been met as to (i) the Limited Partners, all damages properly asserted against the Acquisition I Indemnifying Parties under Section 8.2(a) of the Acquisition I Merger Agreement (including, for the avoidance of doubt, for breaches of the covenants in Section 6.3(c)(iii) of the Acquisition I Merger Agreement) shall be aggregated with the subject Damages hereunder and (ii) as to EVA, all damages properly asserted against EVA under Section 8.2(b)(i) of the Acquisition I Merger Agreement shall be aggregated with the subject Damages hereunder, and, in the case of each of clauses (i) and (ii) shall be treated as if such damages were Damages indemnified under this Agreement.

Section 7.5      Exclusive Remedy. The indemnities in Section 7.2 shall survive Closing. The indemnities provided in Section 7.2 and the provisions of Section 8.11 shall, from and after Closing, be the sole and exclusive remedy of EVA and the Limited Partners against one another and their respective Representatives relating to this Agreement and the transactions that are the subject of this Agreement; provided, however, no limitations set forth in this Article VII shall apply to any claim for Damages arising from fraud.

Section 7.6      Tax Treatment of Indemnity Payments. Any payments made pursuant to this Article VII shall be treated as an adjustment to the Consideration for U.S. federal income tax purposes.

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Article VIII
GENERAL

Section 8.1      Entire Agreement; Successors and Assigns.

(a)            Except for the other Transaction Documents, this Agreement and, to the extent expressly set forth herein, the Acquisition I Merger Agreement, supersede all prior oral discussions and written agreements among the Parties with respect to the subject matter of this Agreement (except to the extent specifically incorporated by reference herein). This Agreement and, to the extent expressly set forth herein, the Acquisition I Merger Agreement, contain the sole and entire agreement among the Parties with respect to the subject matter hereof and thereof.

(b)            All of the terms, covenants, representations, warranties, and conditions of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

(c)            Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assignable by either Party without the prior written consent of the other Party.

Section 8.2      Amendments and Waivers. All amendments to this Agreement must be in writing and signed by EVA and each of the Riverstone Echo Funds; provided, however, that any amendment that would materially and adversely affect any Limited Partner, in such Limited Partner’s capacity as a Limited Partner, must also be approved by such adversely affected Limited Partner; provided, further, however, that any amendment that would materially and adversely affect the Limited Partners that, immediately prior to the Effective Time, held Series B Units (as defined in the Holdings Partnership Agreement, and such Limited Partners the “Management Limited Partners”), in their respective capacities as such, may in lieu of the approval of each Management Limited Partner pursuant to the preceding proviso, instead be approved by the Management Limited Partners then holding a majority of the EVA Units held by all Management Limited Partners. EVA and each of the Riverstone Echo Funds, as applicable, may, only by an instrument in writing, waive compliance by any Limited Partner (in the case of a waiver given by EVA) or EVA (in the case of a waiver given by each of the Riverstone Echo Funds) with any term or provision of this Agreement. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power, or remedy by a Party, and no course of dealing between the Parties, shall constitute a waiver of any such right, power, or remedy.

Section 8.3      Notices. Unless otherwise provided herein, all notices, requests, consents, approvals, demands, and other communications to be given hereunder will be in writing and will be deemed given upon (a) confirmed delivery by a reputable overnight carrier or when delivered by hand, addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice), (b) actual receipt, (c) the expiration of four (4) Business Days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice), or (d) delivery by electronic mail to a Party at the electronic mail address set forth below (or at such other address as such Party shall designate by like notice):

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If to Holdings, addressed to:

Enviva Holdings, LP
7272 Wisconsin Avenue
Suite 1800
Bethesda, MD 20814
Attn: General Counsel
Email: william.schmidt@envivabiomass.com

with a copy to, which shall not constitute notice:

Vinson & Elkins L.L.P.
1114 Avenue of the Americas, 32^nd Floor
New York, New York 10036

Attn:	Caroline Blitzer Phillips
	E. Ramey Layne
Email:	cphillips@velaw.com
	rlayne@velaw.com

If to the Limited Partners, to the addresses set forth in Schedule 2.5 of such Limited Partner’s Disclosure Schedule.

If to EVA, addressed to:

Enviva Partners, LP

7272 Wisconsin Avenue
Suite 1800
Bethesda, MD 20814
Attn: Chair, Conflicts Committee of the Board of Directors
Email: JohnB@bostonavenue.com

with a copy to, which shall not constitute notice:

Baker Botts L.L.P.
30 Rockefeller Plaza
New York, NY 10112

Attn:	Michael Swidler
	Michael Rosenwasser
Email:	michael.swidler@bakerbotts.com;
	michael.rosenwasser@bakerbotts.com

Section 8.4      Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without reference to the choice of Law principles thereof.

26 

Section 8.5      Dispute Resolution; Waiver of Jury Trial.

(a)            Each of the Parties (i) consents to submit itself to the exclusive personal jurisdiction and venue of any U.S. federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Agreement or the Transaction, (ii) agrees it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees it will not bring any such suit in any court other than a U.S. federal or state court sitting in the State of Delaware, (iv) irrevocably agrees any such suit (whether at law, in equity, in contract, in tort, or otherwise) shall be heard and determined exclusively in such U.S. federal or state court sitting in the State of Delaware, (v) agrees to service of process in any such action in any manner prescribed by the Laws of the State of Delaware, and (vi) agrees service of process upon such Party in any action or proceeding shall be effective if notice is given in accordance with Section 8.3.

(b)            EACH PARTY ACKNOWLEDGES AND AGREES ANY SUCH CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION.

Section 8.6      Disclosure Schedules. The inclusion of any information (including dollar amounts) in the Holdings Disclosure Schedule or any of the Limited Partner Disclosure Schedules, as applicable, pursuant to this Agreement (collectively, the “Disclosure Schedules”) shall not be deemed to be an admission or acknowledgment by any Party that such information is required to be listed on such section of the relevant Disclosure Schedules or is material to or within or outside the ordinary course of business of such Party. The information contained in this Agreement, the Exhibits hereto, and the Disclosure Schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever (including any violation of any Law or breach of contract). The listing (or inclusion of a copy) of a document or other item under one Disclosure Schedule to a representation or warranty made herein shall be deemed adequate to disclose an exception to a separate representation or warranty made herein if it is reasonably clear such document or other item applies to such other representation or warranty made herein. For the avoidance of doubt, all information contained in the Holdings Disclosure Schedule and each of the Limited Partner Disclosure Schedules is subject to Section 3.13 and Section 4.8. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned in this Agreement.

Section 8.7      Severability. In the event any of the provisions hereof are held to be invalid or unenforceable under applicable Laws, the remaining provisions hereof will not be affected thereby. In such event, the Parties agree and consent such provisions and this Agreement will be modified and reformed so as to effect the original intent of the Parties as closely as possible with respect to those provisions that were held to be invalid or unenforceable.

27 

Section 8.8      Transaction Costs and Expenses. Except as otherwise specified in this Agreement (including Schedule 8.8 hereto), (a) EVA will pay or cause to be paid all of the costs, fees, and expenses, if any, incurred by or on behalf of EVA or Merger Sub and (b) the Riverstone Echo Funds will pay or cause to be paid all of the costs, fees, and expenses, if any, incurred by or on behalf of Holdings or the Riverstone Echo Funds, in each case in connection with the Transaction. For the avoidance of doubt, the payment obligations set forth in this Section 8.8 (including Schedule 8.8) are without adjustment to the Consideration.

Section 8.9      Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement; provided, however, each of the EVA Released Parties, Holdings Released Parties, and Covered Persons is an express, intended third-party beneficiary of this Agreement.

Section 8.10      Counterparts. This Agreement may be executed by electronic mail exchange of .pdf signature pages and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered (including by electronic mail exchange of .pdf signature pages) to the other Parties.

Section 8.11      Specific Performance. The Parties agree if any of the provisions of this Agreement required to be performed at or after the Closing were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and money damages may not be a sufficient remedy. In addition to any other remedy at law or in equity, each Party shall be entitled to specific performance by the other Parties of their respective obligations under this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy.

Section 8.12      Publicity. All press releases or other public communications of any nature whatsoever relating to the Transaction, and the method of the release for publication thereof, shall be subject to the prior consent of EVA and each of the Riverstone Echo Funds, which consent shall not be unreasonably withheld, conditioned, or delayed by any Party; provided, however, nothing herein shall prevent EVA or either of the Riverstone Echo Funds from publishing such press releases or other public communications as such Party may consider necessary in order to satisfy such Party’s obligations at Law or under the rules of any stock or commodities exchange or the SEC after consultation with such other Party as is reasonable under the circumstances.

Section 8.13      Further Assurances. The Parties agree, from time to time after the Effective Time and without any further consideration, each of them will execute and deliver, or cause to be executed and delivered, such further agreements and instruments and take such other action as may be necessary to effectuate the provisions, purposes, and intents of the Transaction Documents. Without limiting the generality of the foregoing, each Party shall from time to time after the Effective Time, execute, deliver, acknowledge, file and record, or cause to be executed, delivered, acknowledged, filed and recorded, such further instruments of sale, conveyance, transfer, assignment, or delivery and such further consents, certifications, affidavits, and assurances as such other Party may reasonably request to vest in EVA or its designees and their respective successors and assigns all right, title and interest in the Holdings LP Interests and the Business, or otherwise to consummate and make effective the transactions contemplated by the Transaction Documents upon the terms and conditions set forth herein. The Parties will coordinate and cooperate with each other in exchanging such information and assistance as any of the Parties may reasonably request in connection with the foregoing.

28 

Section 8.14      Confidentiality Agreement. At the Closing, the confidentiality agreement dated September 15, 2021 by and between Holdings and EVA shall automatically terminate and be of no further force or effect without further action of Holdings, EVA, or any other Person.

[Signature page follows.]

29 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

HOLDINGS:

ENVIVA HOLDINGS, LP

By: Enviva Holdings GP, LLC,
as its sole general partner

By: /s/ William H. Schmidt, Jr.

Name: William H. Schmidt, Jr.

Title: Executive Vice President, Corporate Development and General Counsel

[Signature Page to Agreement and Plan of Merger]

EVA:

ENVIVA PARTNERS, LP

By: Enviva Partners GP, LLC,
as its sole general partner

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

MERGER SUB:

ENVIVA PARTNERS MERGER SUB, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

[Signature Page to Agreement and Plan of Merger]

LIMITED PARTNERS:
RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
By:	Riverstone ECF GP, LLC, its general partner

By: /s/ Peter Haskopoulos

Name: Peter Haskopoulos

Title: Managing Director

RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
By:	Riverstone Echo Rollover GP, LLC, its general partner

By: /s/ Peter Haskopoulos

Name: Peter Haskopoulos

Title: Managing Director

[Signature Page to Agreement and Plan of Merger]

/s/ John K. Keppler

John K. Keppler

/s/ Thomas Meth

Thomas Meth

/s/ William H. Schmidt, Jr.

William H. Schmidt, Jr.

/s/ Shai S. Even

Shai S. Even

/s/ Edward R. Smith

Edward R. Smith

/s/ Yanina A. Kravtsova

Yanina A. Kravtsova

/s/ Joseph N. Lane

Joseph N. Lane

/s/ Norbert A. Hintz

Norbert A. Hintz

/s/ John-Paul D. Taylor

John-Paul D. Taylor

[Signature Page to Agreement and Plan of Merger]

Exhibit A

Definitions

“Acquisition I Indemnifying Parties” means the Riverstone Echo Funds.

“Acquisition I Merger Agreement” means the Agreement and Plan of Merger, dated as of the date hereof, by and among Enviva Cottondale Acquisition I, LLC, EVA, Enviva, Inc. Merger Sub, LLC, and the Riverstone Echo Funds.

“Affiliate” means with respect to a Person, any other Person controlling, controlled by, or under common control with such entity. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in this definition to the contrary, for the purposes of this Agreement, (a) (i) prior to the Effective Time, none of EVA, Merger Sub, or any of their respective Subsidiaries shall be considered to be an Affiliate of any Holdings’ Company and (ii) from and after the Effective Time, each of the Holdings’ Companies shall be considered to be an Affiliate of EVA; and (b) other than with respect to the Holdings’ Companies as described in clause (a), none of Merger Sub, EVA, and their respective Subsidiaries, on the one hand, and the Limited Partners and Holdings and its Subsidiaries (excluding Merger Sub, EVA, and their respective Subsidiaries), on the other hand, shall be considered to be Affiliates with respect to each other.

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

“Amended Holdings Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of Holdings, dated as of the Execution Date, in substantially the form attached hereto as Exhibit H.

“Assets” of any Person means all assets and properties of every kind, nature, character, and description (whether real, personal, or mixed, whether tangible or intangible, and wherever situated), including the related goodwill, which assets and properties are operated, owned, or leased by such Person.

“Benefit Plan” means each “employee benefit plan” within the meaning of Section 3(3) of ERISA, any other benefit plan or arrangement (whether or not subject to ERISA), and any disability, death benefit, group insurance, hospitalization, medical, dental, life or other employee benefit, personnel policy, fringe benefit, vacation or paid-time off, profit sharing, deferred compensation, supplemental income, bonus, commission, phantom equity, equity appreciation right, equity option, equity purchase, retention, employment, consulting, change in control, severance, termination or incentive compensation plan, policy, agreement, arrangement, program, practice or understanding (whether or not written) with respect to employees, directors, or individual service providers or consultants of a Holdings’ Company, or with respect to which any Holdings’ Company has any current or contingent liability.

A-1

“Business” means the businesses of the Holdings’ Companies as conducted as of the Effective Time and the activities incidental thereto.

“Business Day” means any day other than Saturday, Sunday, or holiday on which banks are generally open for business in New York City; provided, however, banks shall be deemed to be generally open for business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Entity if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

“Cap” has the meaning set forth in Section 7.4(a).

“Certificate of Merger” has the meaning set forth in Section 2.2.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, or any amending or superseding tax Laws of the United States of America.

“Conflicts Committee” has the meaning set forth in the recitals.

“Consideration” means 16.0 million EVA Units.

“Contract” means any agreement, purchase order, commitment, evidence of indebtedness, mortgage, indenture, security agreement, or other contract, entered into by a Person or by which a Person or any of its Assets are bound.

“Covered Person” has the meaning set forth in Section 6.4(b).

“Damages” means any and all debts, losses, liabilities, duties, Taxes, claims, damages, obligations, payments (including those arising out of any demand, assessment, settlement, judgment, or compromise relating to any actual or threatened Legal Proceeding), costs, and reasonable expenses, including any reasonable attorneys’ fees, and any and all reasonable expenses whatsoever and howsoever incurred in investigating, preparing, or defending any Legal Proceeding, in all cases, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known, or unknown. For the avoidance of doubt, Damages includes both inter-party damages (i.e., between the Parties) and third-party damages.

“Deductible” has the meaning set forth in Section 7.4(a).

“Disclosure Schedules” has the meaning set forth in Section 8.6.

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

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

A-2

“Echo Blocker Merger Agreement” means the Agreement and Plan of Merger, dated as of the date hereof, by and among Riverstone EC Corp, LLC, Enviva, Inc. Merger Sub, LLC, EVA, and Riverstone Echo Continuation Fund Parallel, L.P.

“Effective Time” has the meaning set forth in Section 2.2.

“Environmental Laws” means all Laws relating to (i) pollution or protection of human health, the environment or natural resources, (ii) any Release or threatened Release of, or exposure to, Hazardous Substances, (iii) greenhouse gas emissions, or (iv) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, arrangement for disposal or transport, handling or Release of any Hazardous Substances. Without limiting the foregoing, “Environmental Laws” include the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq, the Clean Air Act, 42 U.S.C. § 7401 et seq, the Clean Water Act, 33 U.S.C. § 1251 et seq, the Safe Drinking Water Act, 42 U.S.C. § 300f et seq, the Endangered Species Act, § 16 U.S.C. 1531 et seq, the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq, the Occupational Safety and Health Act, 29 U.S.C. Sections 651 et seq, the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and other federal, state, and local environmental and health conservation and protection Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any Person that, together with any Holdings’ Company, is (or at any relevant time was) treated as a single employer under Section 414(b), (c), (m), or (o) of the Code.

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

“EVA Financial Statements” has the meaning set forth in Section 5.8.

“EVA Indemnitees” has the meaning set forth in Section 7.2(a).

“EVA Released Claims” has the meaning set forth in Section 6.6(a).

“EVA Released Parties” has the meaning set forth in Section 6.6(a).

“EVA SEC Documents” has the meaning set forth in Section 5.8.

“EVA Units” means common units representing limited partner interests in EVA.

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder.

“Financial Advisor” has the meaning set forth in the recitals.

A-3

“GAAP” means generally accepted accounting principles in the United States as promulgated by the Financial Accounting Standards Board, or its predecessors or successors, as of the date of the statement or item to which such term refers, applied on a consistent basis during the period involved.

“General Partner” has the meaning set forth in the recitals.

“Governmental Authorization” means any franchise, permit, license, authorization, order, certificate, registration, plan, exemption, variance, decree, agreement, right, or other consent or approval granted by, or subject to approval by, any Governmental Entity.

“Governmental Entity” means any court, governmental department, commission, council, board, agency, bureau, or other instrumentality of the United States of America, any foreign jurisdiction, or any state, provincial, county, municipality, or local governmental unit thereof, including any Taxing Authority.

“GP Agreement” means the First Amended and Restated Limited Liability Company Agreement of the General Partner dated May 4, 2015.

“Hazardous Substances” means (i) any substance that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated by, or as to which liability may attach under any Environmental Law, including any hazardous substance as such term is defined under the federal Comprehensive Environmental Response, Compensation, and Liability Act, (ii) radioactive materials, asbestos or asbestos containing materials, per- and poly-fluoroalkyl substances, polychlorinated biphenyls, urea formaldehyde insulation, toxic mold or radon, and (iii) oil as defined in the Oil Pollution Act of 1990, including oil, gasoline, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, other refined petroleum hydrocarbon and petroleum products

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

“Holdings Approvals and Consents” has the meaning set forth in Section 3.4.

“Holdings’ Companies” means, collectively, Holdings, Holdings GP, and each of the Holdings’ Subsidiaries.

“Holdings Disclosure Schedule” means the Disclosure Schedule delivered by Holdings in connection with this Agreement.

“Holdings GP” has the meaning set forth in the recitals.

“Holdings GP Interest” has the meaning set forth in Section 4.3(b).

“Holdings Interests” means the Holdings GP Interest and the Holdings LP Interests.

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“Holdings LP Interests” has the meaning set forth in Section 4.3(a).

“Holdings Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Holdings, dated as of July 22, 2020.

“Holdings Released Claims” has the meaning set forth in Section 6.6(b).

“Holdings Released Parties” has the meaning set forth in Section 6.6(b).

“Holdings’ Subsidiary” means each Subsidiary of Holdings or Holdings GP set forth in Schedule 3.3(b); provided, however, that for the avoidance of doubt the Holdings’ Subsidiaries do not include EVA, Merger Sub, or any of their respective Subsidiaries.

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

“Indebtedness for Borrowed Money” means with respect to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money (including intercompany obligations), including all principal, interest, premiums, fees, expenses, overdrafts and penalties with respect thereto, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, and (d) all indebtedness of any other Person of the type referred to in clauses (a) to (d) above directly or indirectly guaranteed by such Person or secured by any Assets of such Person, whether or not such indebtedness has been assumed by such Person.

“Indemnifiable Share” means, with respect to (a) Riverstone Echo Continuation Holdings, L.P., 85.35% and (b) Riverstone Echo Rollover Holdings, L.P., 8.45%. For the avoidance of doubt, the Indemnifiable Share of each Management Limited Partner is zero.

“Indemnified Party” has the meaning set forth in Section 7.3(a).

“Indemnifying Party” has the meaning set forth in Section 7.3(a).

“Interest Conveyance” has the meaning set forth in Section 2.5(c).

“Laws” means all applicable laws, statutes, rules, regulations, codes, ordinances, variances, judgments, injunctions, orders, and licenses of a Governmental Entity having jurisdiction over the Assets of any Person and the operations thereof.

“Legal Proceeding” means any judicial, administrative, or arbitral action, suit, hearing, inquiry, investigation, or other proceeding (public or private) before any Governmental Entity.

“Lien” means any lien, mortgage, pledge, preferential purchase right, option, security interest, or encumbrance of any nature whatsoever.

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“Limited Partner Disclosure Schedule” means, with respect to a Limited Partner, the Disclosure Schedule delivered by such Limited Partner in connection with this Agreement.

“Limited Partner Indemnitees” has the meaning set forth in Section 7.2(b).

“Limited Partners” has the meaning set forth in the preamble and, solely for purposes of Section 2.4 and Section 2.6(b), includes the limited partners of Holdings immediately prior to the Effective Time who are not parties hereto.

“Management Limited Partners” has the meaning set forth in Section 8.2.

“Material Adverse Effect” means a change, effect, event, or occurrence that has a material adverse effect on the Business, properties, financial condition, or results of operations of the Holdings’ Companies taken as a whole (and calculated net of insurance proceeds), or prevents or materially delays the ability of Holdings to consummate the Transaction; provided, however, in no event shall any change, effect, event, or occurrence that arises out of or relates to any of the following be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (a) compliance with the terms of, or the taking of any action required by, this Agreement or actions or omissions of Holdings or any Limited Partner that Merger Sub or EVA has requested or to which Merger Sub or EVA has expressly consented, or the pendency or announcement of the Transaction, (b) changes or conditions affecting the wood pellet industry (including feedstock pricing, marketing, transportation, terminaling, and trading costs and margins) generally or regionally, to the extent not having a disproportionate adverse effect on the Holdings’ Companies taken as a whole as compared to similarly situated businesses, (c) changes in general economic, capital markets, regulatory, or political conditions in the United States or elsewhere (including interest rate fluctuations), (d) changes in Law, GAAP, regulatory accounting requirements, or interpretations thereof, to the extent not having a disproportionate adverse effect on the Holdings’ Companies taken as a whole as compared to similarly situated businesses, (e) fluctuations in currency exchange rates, (f) acts of war, insurrection, sabotage, or terrorism, (g) the failure of any Holdings’ Company to meet any budgets, projections, forecasts, or predictions of financial performance or estimates of revenue, earnings, cash flow, or cash position, or (h) pandemics or disease outbreaks (including the COVID-19 virus and any mutation of the COVID-19 virus), or any other health crises or public health events, or the worsening of any of the foregoing, in each case to the extent not having a disproportionate adverse effect on the Holdings’ Companies taken as a whole as compared to similarly situated businesses.

“Material Contracts” means each of the following types of Contracts related to the Business (excluding any Benefit Plan), as set forth on Schedule 3.8(a):

(i)            any Contract for Indebtedness for Borrowed Money, except for any that will be cancelled prior to the Effective Time;

(ii)           any Contract involving a remaining commitment to pay capital expenditures in excess of $3,000,000;

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(iii)          any Contract (or group of related Contracts with the same Person) for the lease of real or personal property to or from any Person providing for lease payments in excess of $3,000,000 per year;

(iv)          any Contract (other than any Organizational Documents) between any Affiliate of a Holdings’ Company (other than any Holdings’ Company), on the one hand, and any Holdings’ Company, on the other hand, that will survive the Effective Time;

(v)           any Contract that limits the ability of any Holdings’ Company to compete in any line of business or with any Person or in any geographic area during any period of time after the Effective Time;

(vi)          any partnership or joint venture agreement (other than Organizational Documents of Holdings or the Holdings’ Companies);

(vii)         any Contract granting to any Person a right of first refusal, first offer, or right to purchase any of the Holdings’ Companies which right survives the Effective Time (other than any of the Transaction Documents);

(viii)        any Contract for the purchase or sale of wood pellets, biomass or any similar product; and

(ix)           any other Contract (or group of related Contracts with the same Person) not enumerated in this definition, the performance of which by any party thereto involves consideration in excess of $3,000,000 per year, other than Contracts for the purchase of consumable inventory parts and for service and maintenance relating thereto, to the extent entered into in the ordinary course of business.

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

“Merger Sub” has the meaning set forth in the preamble.

“MLP Holdco” has the meaning set forth in the recitals.

“Organizational Documents” means, with respect to any Person, the certificate of incorporation, articles of incorporation or association, certificate of formation, by-laws, limited liability company agreement, operating agreement, limited partnership agreement, or other governing documents and agreements that establish the legal personality of such Person.

“Parties” and “Party” have the meanings set forth in the preamble.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of EVA dated May 4, 2015.

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“Permitted Liens” means (a) statutory Liens for current Taxes or other governmental charges not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by Holdings or any Holdings’ Company, (b) mechanics’, carriers’, workers’, repairers’, and similar statutory Liens or capital leases arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant, (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Entities having jurisdiction over the real property of any Holdings’ Company and not violated by the current use and operation of such Holdings’ Company’s real property, (d) covenants, conditions, restrictions, easements, and other similar matters of record affecting title to any Holdings’ Company’s real property that do not materially impair the occupancy or use of such Holdings’ Company’s real property for the purposes for which it is currently used or proposed to be used in connection with any Holdings’ Company’s businesses, (e) public roads and highways, (f) matters that would be disclosed by an inspection or accurate survey of each parcel of real property, (g) all matters disclosed in (i) that certain ALTA Loan Policy of Title Insurance, dated May 21, 2021, under Policy No. AL 01-307- 21-8423 and (ii) that certain Commitment for Title Insurance, dated September 27, 2021, issued by Fidelity National Title Insurance Company, under Commitment/File No. MS 21-8945-P, (h) Liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, (i) purchase money liens and liens securing rental payments under capital lease arrangements, (j) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money, and (k) Liens contained in the Organizational Documents of any Holdings’ Company.

“Person” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, incorporated organization, or Governmental Entity.

“Registration Rights Agreement” has the meaning set forth in Section 2.6(a)(iii).

“Release” means any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of any Hazardous Substances into the environment.

“Revised GP Agreement” has the meaning set forth in Section 2.5(b).

“Revised Partnership Agreement” has the meaning set forth in Section 2.5(a).

“Riverstone Echo Funds” means, collectively, Riverstone Echo Continuation Holdings, L.P., a Delaware limited partnership, and Riverstone Echo Rollover Holdings, L.P., a Delaware limited partnership.

“Riverstone Enviva Holdings” means Riverstone Enviva Holdings GP, LLC, a Delaware limited liability company.

“SEC” has the meaning set forth in Section 5.8.

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“Subject Employees” means those individuals who are employees of Enviva Management Company, LLC.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, or other legal entity of any kind of which such Person (either alone or through or together with one or more of its other Subsidiaries), owns, directly or indirectly, more than 50% of the capital stock, general partner interests, limited partner interests, managing member interests or other equity interests the holders of which are (a) generally entitled to vote for the election of the board of directors or other governing body of such legal entity or (b) generally entitled to share in the profits or capital of such legal entity.

“Support Agreement” has the meaning set forth in Section 2.6(a)(ii).

“Surviving Entity” has the meaning set forth in Section 2.1.

“Tax” or “Taxes” means (a) any taxes and similar assessments imposed by any Taxing Authority, including income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, sales, use, real property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, withholding, social security (or similar), unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance, actual or estimated, or other similar charge, including any interest, penalty, or addition thereto or otherwise relating to a Tax Return, whether disputed or not and (b) all liability for the payment of any amounts of the type described in clause (a) as the result of being (or ceasing to be) a member of an affiliated, consolidated, combined, or unitary group (or being included (or required to be included) in any Tax Return related thereto).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” means, with respect to any Tax, the Governmental Entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums.

“Transaction” means the consummation of the transactions contemplated by this Agreement.

“Transaction Documents” means this Agreement, the Revised GP Agreement, the Revised Partnership Agreement, the Support Agreement, the Withholding Certificate, the Interest Conveyance, and each other document or instrument delivered by one or more of the Parties in connection with the consummation of the transactions contemplated by this Agreement.

“Transfer Tax” means all sales, use, goods, services, transfer, stamp, recording, and similar Taxes and fees incurred by or on behalf of a Party as a result of the Transaction, as imposed by applicable Law.

“Withholding Certificate” means a correct, complete, and properly executed Internal Revenue Service Form W-9 or other applicable documentation certifying that Holdings is not a foreign person within the meaning of Treasury Regulations Sections 1.1445-2(b) and 1.1446(f)-2(b) or other applicable documentation establishing an exemption from withholding.

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EX-2.2

Exhibit 2.2

AGREEMENT AND PLAN OF MERGER

by and among

ENVIVA COTTONDALE ACQUISITION I, LLC,

ENVIVA PARTNERS, LP,

ENVIVA, INC. MERGER SUB, LLC,

RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.,

and

RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.

dated

October 14, 2021

TABLE OF CONTENTS
Article I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1	Definitions	2
Section 1.2	Rules of Construction	2
Article II
THE MERGER AND RELATED MATTERS
Section 2.1	The Merger	3
Section 2.2	Closing	3
Section 2.3	Organizational Documents of Surviving Entity	3
Section 2.4	Effect of Merger on Equity Interests	4
Section 2.5	Deliveries at the Effective Time	4
Article III
REPRESENTATIONS AND WARRANTIES REGARDING
ACQUISITION I
Section 3.1	Organization	4
Section 3.2	Authority; Enforceability	5
Section 3.3	Title to Interests	5
Section 3.4	No Conflicts; Consents and Approvals	5
Section 3.5	Legal Proceedings	5
Section 3.6	Assets and Liabilities	6
Section 3.7	Taxes	6
Section 3.8	Brokerage Arrangements	7
Section 3.9	Disclaimer	7
Article IV
REPRESENTATIONS AND WARRANTIES REGARDING
THE RIVERSTONE ECHO FUNDS
Section 4.1	Organization	7
Section 4.2	Authority; Enforceability	7
Section 4.3	Title to Interests	8
Section 4.4	No Conflicts; Consents and Approvals	8
Section 4.5	Legal Proceedings	8
Section 4.6	Investment Representation	8
Section 4.7	Brokerage Arrangements	9
Section 4.8	Disclaimer	9

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Article V
REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA
Section 5.1	Organization	9
Section 5.2	Authority; Enforceability	10
Section 5.3	No Conflicts; Consents and Approvals	10
Section 5.4	Legal Proceedings	10
Section 5.5	Brokerage Arrangements	10
Section 5.6	Enviva Inc. Common Stock	10
Section 5.7	SEC Documents	11
Section 5.8	Independent Investigation; Waiver of Other Representations	11
Section 5.9	Taxes	12
Article VI
COVENANTS AND OTHER AGREEMENTS
Section 6.1	Conduct of Business	12
Section 6.2	Commercially Reasonable Efforts	13
Section 6.3	Tax Matters	13
Section 6.4	Certain Insurance and Indemnification Matters	15
Section 6.5	Post-Effective Time Access; Records	16
Section 6.6	Release	17
Section 6.7	Structure	18
Article VII
CONDITIONS TO CLOSING
Section 7.1	Mutual Closing Conditions	18
Section 7.2	EVA and Merger Sub’s Closing Conditions	18
Section 7.3	Acquisition I’s and Riverstone Echo Funds’ Closing Conditions	19
Article VIII
INDEMNIFICATION
Section 8.1	Survival	20
Section 8.2	Indemnification	20
Section 8.3	Conduct of Indemnification Proceedings	21
Section 8.4	Limitations	22
Section 8.5	Exclusive Remedy	23
Section 8.6	Tax Treatment of Indemnity Payments.	23
Article IX
TERMINATION RIGHTS
Section 9.1	Termination Rights	23
Section 9.2	Effect of Termination	24

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Article X
GENERAL
Section 10.1	Entire Agreement; Successors and Assigns	24
Section 10.2	Amendments and Waivers	25
Section 10.3	Notices	25
Section 10.4	Governing Law	26
Section 10.5	Dispute Resolution; Waiver of Jury Trial	26
Section 10.6	Severability	27
Section 10.7	Transaction Costs and Expenses	27
Section 10.8	Rights of Third Parties	27
Section 10.9	Counterparts	27
Section 10.10	Specific Performance	27
Section 10.11	Publicity	27
Section 10.12	Further Assurances	27
EXHIBITS
Exhibit A	Definitions	A-1

SCHEDULES
Schedule 2.4	Consideration
Schedule 6.7(a)	Reverse Merger Structure I
Schedule 6.7(b)	Reverse Merger Structure II

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of October 14, 2021 (the “Execution Date”), is by and among Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”), Enviva Partners, LP, a Delaware limited partnership (including the resulting Delaware corporation in the Conversion (as defined below), “Enviva Inc.,” from and after the Conversion, hereinafter called “EVA”), Enviva, Inc. Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EVA (“Merger Sub”), Riverstone Echo Continuation Holdings, L.P., a Delaware limited partnership (“Riverstone Continuation Fund”), and Riverstone Echo Rollover Holdings, L.P., a Delaware limited partnership (“Riverstone Rollover Fund” and, together with Riverstone Continuation Fund, the “Riverstone Echo Funds”). Acquisition I, EVA, Merger Sub, and the Riverstone Echo Funds are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Riverstone Echo Funds collectively own all of the limited liability company interests in Acquisition I (the “Acquisition I Interests”);

WHEREAS, EVA owns all of the limited liability company interests in, and is the sole member of, Merger Sub;

WHEREAS, Acquisition I desires to merge with and into Merger Sub in accordance with the provisions of this Agreement and the Delaware Limited Liability Company Act (“DLLCA”), whereupon Merger Sub will continue as the surviving entity and wholly owned subsidiary of EVA (the “Drop Merger”);

WHEREAS, the Riverstone Echo Funds have approved this Agreement and the Merger on behalf of Acquisition I;

WHEREAS, the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of EVA has (a) determined in good faith the Transaction, including this Agreement, and the exhibits and schedules thereto, taken as a whole, is in the best interest of, EVA and the unaffiliated holders of EVA Units, and (b) approved this Agreement, the Merger, and the Transaction on behalf of (i) EVA and (ii) EVA, in its capacity as the sole member of Merger Sub; and

WHEREAS, subject to the requisite approval of the holders of EVA Units, EVA intends to convert into a Delaware corporation pursuant to a plan of conversion contemplated as of the date hereof or pursuant to such other alternative transaction or series of transactions adopted by EVA pursuant to which EVA or its Affiliate or other entity that succeeds to, directly or indirectly, substantially all of the assets of EVA (other than, if applicable, the interests in EVA indirectly owned by Acquisition I to be transferred in a Reverse Merger (as defined below)) becomes a Delaware corporation (by way of reorganization, conversion, merger, or otherwise, or any combination of the foregoing), and in any such case whose common stock is issued in exchange for EVA Units (such conversion (pursuant to the plan of conversion) or such other transaction or series of transactions, the “Conversion”).

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NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

AGREEMENTS

Article I
DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1Definitions. In addition to the terms defined in the body of this Agreement, capitalized terms used herein will have the meanings given to them in Exhibit A. Capitalized terms defined in the body of this Agreement are listed in Exhibit A with reference to the location of the definitions of such terms in the body of this Agreement.

Section 1.2Rules of Construction. All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits of and to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(a)            If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neuter genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The phrase “ordinary course of business” shall mean, with respect to a particular Person, the ordinary course of business of such Person consistent with past practice in all material respects. Unless the context requires otherwise, all references to Laws, contracts, agreements, and instruments refer to such Laws, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law.

(b)            The Parties acknowledge each Party and its attorneys have reviewed this Agreement and any rule of construction to the effect any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(c)            The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

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(d)            All references to currency and “$” herein shall be to, and all payments required hereunder shall be paid in, United States dollars.

(e)            All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Article II
THE MERGER AND RELATED MATTERS

Section 2.1The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DLLCA, at the Effective Time, (a) Acquisition I shall be merged with and into Merger Sub, (b) the separate limited liability company existence of Acquisition I will cease, and (c) Merger Sub will continue its existence as a Delaware limited liability company under the DLLCA as the surviving entity in the Merger under the name “Enviva Inc. Merger Sub, LLC” (the “Surviving Entity”) and shall succeed to and assume all the rights and obligations of Acquisition I in accordance with the DLLCA and the provisions of this Agreement.

Section 2.2Closing. Subject to the terms and conditions set forth in this Agreement, the closing of the Transaction (the “Closing”) will take place at 10:00 a.m. local time at the offices of Vinson & Elkins L.L.P., 1114 Avenue of the Americas, 32^nd Floor, New York, New York 10036, on  the third Business Day following the satisfaction or waiver of the conditions in Article VII (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) to be satisfied or waived, or at such other time and place as the Parties mutually agree (the “Closing Date”). Notwithstanding anything to the contrary in this Agreement, for accounting purposes only, title to, ownership of and control over the Surviving Entity and the Business shall pass to Enviva Inc., effective as of 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date, Merger Sub shall cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as may be required by, and in accordance with, the applicable provisions of the DLLCA. The Merger shall become effective at the time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such other time specified in the Certificate of Merger (such time, the “Effective Time”).

Section 2.3Organizational Documents of Surviving Entity.

(a)            Certificate of Formation. Except as otherwise provided in the Certificate of Merger, the certificate of formation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving Entity until thereafter amended in accordance with the provisions thereof and applicable Law.

(b)            Limited Liability Company Agreement. At the Effective Time and in conjunction with the filing of the Certificate of Merger, except as otherwise provided in the Certificate of Merger, the limited liability company agreement of Merger Sub in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Entity until thereafter amended in accordance with the provisions thereof and applicable Law.

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Section 2.4Effect of Merger on Equity Interests. At the Effective Time, by virtue of the Merger and without the taking of any action on the part of the holders of any equity interests of Merger Sub, Acquisition I, or any other Person:

(a)            the issued and outstanding limited liability company interests in Acquisition I held by each of the Riverstone Echo Funds as of immediately prior to the Effective Time shall be converted into the right of such Riverstone Echo Fund to receive the portion of the Consideration set forth in Schedule 2.4;

(b)            immediately following the Merger, the Enviva Inc. Common Stock held by PledgeCo shall be automatically cancelled; and

(c)            the limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and unchanged.

Section 2.5Deliveries at the Effective Time.

(a)            By EVA. Subject to the terms and conditions of this Agreement, at the Effective Time, EVA shall deliver or shall cause to be delivered to each of the Riverstone Echo Funds, the applicable number of shares of Enviva Inc. Common Stock, by issuance of such Enviva Inc. Common Stock (in book-entry form).

(b)            By the Riverstone Echo Funds. Subject to the terms and conditions of this Agreement, at the Effective Time, each of the Riverstone Echo Funds shall deliver or shall cause to be delivered to EVA, a duly and timely executed Withholding Certificate.

Article III
REPRESENTATIONS AND WARRANTIES REGARDING
ACQUISITION I

Acquisition I hereby represents and warrants to Merger Sub and EVA as of the date hereof as follows:

Section 3.1Organization.

(a)            Acquisition I is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware. Acquisition I has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations under, and consummate the Transaction.

(b)            PledgeCo is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware.

(c)            Each of Acquisition I and PledgeCo has all requisite limited liability company power and authority to carry on its business as now being conducted. Each of Acquisition I and PledgeCo is duly qualified or licensed to do business in each jurisdiction in which the ownership or operation of its Business as presently conducted makes such qualification or licensing necessary except in any jurisdiction where the failure to be so qualified would not reasonably be expected to result in a material adverse effect on Acquisition I’s ability to consummate the Transaction.

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Section 3.2Authority; Enforceability. The execution and delivery by Acquisition I of this Agreement and the performance by Acquisition I of its obligations hereunder have been duly and validly authorized by all necessary limited liability company action. This Agreement has been duly and validly executed and delivered by Acquisition I. This Agreement constitutes the legal, valid, and binding obligations of Acquisition I, enforceable against Acquisition I in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles (regardless of whether enforcement is sought at law or in equity).

Section 3.3Title to Interests. Acquisition I owns 100% of the limited liability company interests of PledgeCo, free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) the Organizational Documents of PledgeCo, or (iii) applicable securities Laws or (b) Liens for Taxes that are Permitted Liens. There are no outstanding options, warrants, rights, or other securities convertible into or exchangeable or exercisable for equity interests of PledgeCo issued or granted by PledgeCo, and there are no agreements of any kind which may obligate PledgeCo to issue, purchase, redeem, or otherwise acquire any of its equity interests, except as may be contained in its Organizational Documents. PledgeCo does not own equity interests in any Person other than EVA.

Section 3.4No Conflicts; Consents and Approvals. The execution and delivery by Acquisition I of this Agreement and the performance by Acquisition I of its obligations under this Agreement do not and will not: (a) violate or result in a breach of the Organizational Documents of Acquisition I or PledgeCo; (b) assuming all required filings, waivers, approvals, consents, authorizations, and notifications provided in the ordinary course of business have been made, obtained, or given, (i) violate or result in a default in any material respect under any material Contract to which Acquisition I or PledgeCo is a party or (ii) violate or result in a breach in any material respect of any Law or order applicable to Acquisition I or PledgeCo; (c) require any Governmental Authorization applicable to Acquisition I or PledgeCo, the absence of which would reasonably be expected to have a material adverse effect on Acquisition I’s ability to consummate the Transaction; or (d) result in the imposition of any Lien (other than Permitted Liens) on the Acquisition I Interests, other than Liens created by or on behalf of Merger Sub or EVA.

Section 3.5Legal Proceedings. As of the Execution Date, there are no Legal Proceedings pending or, to the knowledge of Acquisition I, threatened against Acquisition I or PledgeCo that: (a) challenge the validity or enforceability of the obligations of Acquisition I under this Agreement, (b) seek to prevent or delay the consummation by Acquisition I of the Transaction, or (c)  would reasonably be expected to materially and adversely affect any of the Acquisition I Companies. There is no order, judgment, or decree issued or entered by any Governmental Entity imposed upon Acquisition I or PledgeCo that, in any such case, (i) challenges the validity or enforceability of the obligations of Acquisition I under this Agreement, (ii) seeks to prevent or delay the consummation by Acquisition I of the Transaction, or (iii) would, individually or in the aggregate, reasonably be expected to materially and adversely affect the Business or the Acquisition I Companies, taken as a whole.

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Section 3.6Assets and Liabilities. As of the Closing, the Acquisition I Companies have (a) as their only assets (i) cash, (ii) Acquisition I’s 100% ownership interest in PledgeCo, and (iii) their respective ownership of EVA equity interests (including Enviva Inc. Common Stock or EVA Units, as applicable), and (b) as their only liabilities (i) Acquisition I’s liabilities under this Agreement, (ii) PledgeCo’s liabilities under the Support Agreement, and (iii) liabilities incurred in connection with their respective ownership of EVA equity interests (including Enviva Inc. Common Stock or EVA Units, as applicable).

Section 3.7Taxes.

(a)            PledgeCo is disregarded as an entity separate from Acquisition I for U.S. federal income tax purposes, and Acquisition I is properly classified as a corporation for U.S. federal income tax purposes.

(b)            All material Tax Returns that are required to have been filed by, or with respect to, the Acquisition I Companies or any of their respective operations and Assets have been timely and properly filed with the appropriate Taxing Authority.

(c)            All material Taxes that are required to have been paid by or with respect to the Acquisition I Companies or any of their respective operations and Assets, regardless of whether such Taxes were shown on a Tax Return, have been timely and properly paid in full to the appropriate Taxing Authority.

(d)            There are no Liens (other than Permitted Liens) on any of the Assets of the Acquisition I Companies that have arisen in connection with any failure (or alleged failure) to pay any Tax.

(e)            None of the Acquisition I Companies has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency.

(f)            There are no pending or active audits or legal proceedings regarding any of the Tax Returns described in Section 3.7(b) or any Taxes of or with respect to any of the Acquisition I Companies or any of their respective Assets or, to Acquisition I’s knowledge, threatened audits or proposed deficiencies or other claims for unpaid Taxes of any of the Acquisition I Companies.

(g)            Acquisition I is not aware of the existence of, and has no knowledge of any fact, agreement, plan or circumstance, and has not taken or agreed to take any action, that could reasonably be expected to prevent or impede qualification of the Merger as a reorganization pursuant to Section 368(a) of the Code.

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Section 3.8Brokerage Arrangements. Neither of the Acquisition I Companies has entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Merger Sub or EVA to pay any commission, brokerage or “finder’s fee,” or other fee in connection with this Agreement or the Transaction.

Section 3.9Disclaimer.

(a)            Notwithstanding anything to the contrary herein, Acquisition I does not make any representation or warranty (i) in any provision of this Agreement or otherwise, other than those expressly set forth in this Article III, (ii) with respect to any date or period after the Effective Time, or (iii) with respect to EVA, Merger Sub, or any of their Subsidiaries.

(b)            EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN Article III, THE ACQUISITION I INTERESTS, THE ACQUISITION I COMPANIES, AND THEIR RESPECTIVE ASSETS, ARE BEING PROVIDED, “AS IS, WHERE IS, WITH ALL FAULTS” AND ACQUISITION I EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE, OR QUALITY OF THE ACQUISITION I INTERESTS, THE ACQUISITION I COMPANIES, THEIR RESPECTIVE ASSETS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS, AND OTHER INCIDENTS OF THE ACQUISITION I INTERESTS, THE ACQUISITION I COMPANIES, AND THEIR RESPECTIVE ASSETS. THE STATEMENTS AND DISCLAIMERS MADE UNDER THIS Section 3.9 EXPRESSLY SURVIVE THE EFFECTIVE TIME.

Article IV
REPRESENTATIONS AND WARRANTIES REGARDING
THE RIVERSTONE ECHO FUNDS

Each of the Riverstone Echo Funds, severally and not jointly and severally, hereby represents and warrants, as to itself and not as to the other Riverstone Echo Fund, to Merger Sub and EVA as of the date hereof as follows:

Section 4.1Organization. Each of the Riverstone Echo Funds (i) is a limited partnership, duly formed, validly existing, and in good standing (if applicable) under the Laws of Delaware, (ii) has all requisite power and authority to carry on its business as now being conducted, and (iii) is duly qualified or licensed to do business in each jurisdiction in which the ownership or operation of its business as presently conducted makes such qualification or licensing necessary, except in any jurisdiction where the failure to be so duly qualified or licensed would not reasonably be expected to result in a material adverse effect on such Riverstone Echo Fund’s ability to consummate the Transaction.

Section 4.2Authority; Enforceability. The execution and delivery by such Riverstone Echo Fund of this Agreement and the performance by such Riverstone Echo Fund of such Riverstone Echo Fund’s obligations hereunder have been duly and validly authorized by all necessary action. This Agreement has been duly and validly executed and delivered by such Riverstone Echo Fund. This Agreement constitutes the legal, valid, and binding obligations of such Riverstone Echo Fund, enforceable against such Riverstone Echo Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles (regardless of whether enforcement is sought at law or in equity).

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Section 4.3      Title to Interests.

(a)            Such Riverstone Echo Fund owns, holds of record and is the beneficial owner of 91.05% (in the case of Riverstone Continuation Fund) and 8.95% (in the case of Riverstone Rollover Fund) of the Acquisition I Interests, in each case free and clear of all Liens and restrictions on transfer other than (i) those arising pursuant to (A) this Agreement, (B) the Organizational Documents of Acquisition I, or (C) applicable securities Laws or (ii) Liens for Taxes that are Permitted Liens. The Acquisition I Interests represent 100% of the limited liability company interests of Acquisition I. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity interests of Acquisition I issued or granted by Acquisition I, and there are no agreements of any kind which may obligate Acquisition I to issue, purchase, redeem, or otherwise acquire any of its equity interests, except as may be contained in its Organizational Documents.

Section 4.4      No Conflicts; Consents and Approvals. The execution and delivery by such Riverstone Echo Fund of this Agreement and the performance by such Riverstone Echo Fund of its obligations under this Agreement do not and will not: (a) violate or result in a breach of the Organizational Documents of such Riverstone Echo Fund; (b) (i) violate or result in a default in any material respect under any material Contract to which such Riverstone Echo Fund is a party, or (ii) violate or result in a breach in any material respect of any Law or order applicable to such Riverstone Echo Fund; (c) require any Governmental Authorization applicable to such Riverstone Echo Fund, the absence of which would reasonably be expected to have a material adverse effect on such Riverstone Echo Fund’s ability to consummate the Transaction; or (d) result in the imposition of any Lien on any Acquisition I Interests held by such Riverstone Echo Fund, other than Liens created by or on behalf of Merger Sub or EVA.

Section 4.5      Legal Proceedings. As of the Execution Date, there are no Legal Proceedings pending or, to the knowledge of such Riverstone Echo Fund, threatened against such Riverstone Echo Fund that (a) challenge the validity or enforceability of the obligations of such Riverstone Echo Fund under this Agreement, or (b) seek to prevent or delay the consummation by such Riverstone Echo Fund of the Transaction. There is no order, judgment, or decree issued or entered by any Governmental Entity imposed upon such Riverstone Echo Fund that, in any such case, (i) challenges the validity or enforceability of the obligations of such Riverstone Echo Fund under this Agreement, or (ii) seeks to prevent or delay the consummation by such Riverstone Echo Fund of the Transaction.

Section 4.6      Investment Representation. Such Riverstone Echo Fund is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act. Such Riverstone Echo Fund is receiving the Enviva Inc. Common Stock to be issued and delivered to it hereunder for its own account with the present intention of holding such Enviva Inc. Common Stock for investment purposes and not with a view to, or for sale in connection with, any distribution. Such Riverstone Echo Fund has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in such Enviva Inc. Common Stock. Such Riverstone Echo Fund acknowledges that such Enviva Inc. Common Stock has not been registered under applicable federal and state securities Laws and that such Enviva Inc. Common Stock may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation, or other disposition is registered under applicable federal and state securities Laws or is made pursuant to an exemption from registration under any federal or state securities Laws.

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Section 4.7      Brokerage Arrangements. Such Riverstone Echo Fund has not entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Merger Sub or EVA to pay any commission, brokerage or “finder’s fee,” or other fee in connection with this Agreement or the Transaction.

Section 4.8      Disclaimer.

(a)            Notwithstanding anything to the contrary herein, such Riverstone Echo Fund does not make any representation or warranty (i) in any provision of this Agreement or otherwise, other than those expressly set forth in this Article IV, (ii) with respect to any date or period after the Effective Time, or (iii) with respect to EVA, Merger Sub, Acquisition I or any of their respective Subsidiaries, other than those expressly set forth in this Article IV.

(b)            EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN Article IV, THE ACQUISITION I INTERESTS, THE ACQUISITION I COMPANIES, AND THEIR RESPECTIVE ASSETS, ARE BEING PROVIDED, “AS IS, WHERE IS, WITH ALL FAULTS” AND SUCH RIVERSTONE ECHO FUNDS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE, OR QUALITY OF THE ACQUISITION I INTERESTS, THE ACQUISITION I COMPANIES, THEIR RESPECTIVE ASSETS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS, AND OTHER INCIDENTS OF THE ACQUISITION I INTERESTS, THE ACQUISITION I COMPANIES, AND THEIR RESPECTIVE ASSETS. THE STATEMENTS AND DISCLAIMERS MADE UNDER THIS Section 4.8 EXPRESSLY SURVIVE THE EFFECTIVE TIME.

Article V
REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA

Merger Sub and EVA hereby represent and warrant to the Riverstone Echo Funds as of the date hereof as follows:

Section 5.1      Organization. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Execution Date, EVA is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware.

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Section 5.2      Authority; Enforceability. The execution and delivery by Merger Sub and EVA of this Agreement and the performance by Merger Sub and EVA of its obligations hereunder have been duly and validly authorized by all necessary limited liability company or limited partnership, as applicable, action. This Agreement has been duly and validly executed and delivered by each of Merger Sub and EVA. This Agreement constitutes the legal, valid, and binding obligations of Merger Sub or EVA, as applicable, enforceable against Merger Sub or EVA, as applicable, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles (regardless of whether enforcement is sought at law or in equity).

Section 5.3      No Conflicts; Consents and Approvals. The execution and delivery by Merger Sub and EVA of this Agreement and the performance by Merger Sub and EVA of their obligations hereunder and the consummation by Merger Sub and EVA of the Transaction do not: (a) violate or result in a breach of the Organizational Documents of Merger Sub or EVA, (b) violate or result in a breach or default under any material contract to which Merger Sub or EVA is a party, except for any such violation or default which would not reasonably be expected to result in a material adverse effect on Merger Sub’s or EVA’s ability to consummate the Transaction, (c) violate or result in a breach of any Law or order applicable to Merger Sub or EVA, except as would not reasonably be expected to result in a material adverse effect on Merger Sub’s or EVA’s ability to consummate the Transaction, or (d) require any Governmental Authorization, other than, (x) with respect to Governmental Authorization, any filings pursuant to the Exchange Act and listing of the EVA Units on The New York Stock Exchange and (y) in each case, any such consent or approval which, if not made or obtained, would not reasonably be expected to result in a material adverse effect on Merger Sub’s or EVA’s ability to consummate the Transaction.

Section 5.4      Legal Proceedings. There are no Legal Proceedings pending or, to the knowledge of Merger Sub or EVA, threatened against Merger Sub or EVA that (a) challenge the validity or enforceability of the obligations of Merger Sub or EVA under this Agreement or (b) seek to prevent or delay the consummation by Merger Sub or EVA of the Transaction.

Section 5.5      Brokerage Arrangements. Neither EVA, Merger Sub, nor any of their respective Affiliates has entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Acquisition I or either of the Riverstone Echo Funds to pay any commission, brokerage or “finder’s fee,” or other fee in connection with this Agreement or the Transaction.

Section 5.6      Enviva Inc. Common Stock. The Enviva Inc. Common Stock issued at the Effective Time, if and when issued in consideration for the Transaction, will be duly authorized, validly issued, fully paid (to the extent required by Enviva Inc.’s Organizational Documents) and nonassessable and free of any preemptive or similar rights (other than those set forth in Enviva Inc.’s Organizational Documents).

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Section 5.7      SEC Documents. EVA has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, registration statements, reports, schedules, and statements required to be filed by it under the Exchange Act or Securities Act (all such documents filed on or prior to the Closing Date, collectively, the “EVA SEC Documents”). The EVA SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “EVA Financial Statements”), at the time filed (in the case of registration statements, solely on the date of effectiveness) (except to the extent corrected by a subsequently filed EVA SEC Document filed prior to the Closing Date) (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The EVA Financial Statements were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end adjustments) in all material respects the consolidated financial position of EVA as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and has not resigned or been dismissed as independent registered public accountants of EVA as a result of or in connection with any disagreement with EVA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 5.8      Independent Investigation; Waiver of Other Representations.

(a)          EACH OF EVA AND MERGER SUB HEREBY ACKNOWLEDGES (i) IT HAS MADE ITS OWN INDEPENDENT EXAMINATION, INVESTIGATION, ANALYSIS, AND EVALUATION OF THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, TECHNOLOGY, AND PROSPECTS OF THE ACQUISITION I INTERESTS AND THE ACQUISITION I COMPANIES, (ii) IT HAS BEEN PROVIDED OR GIVEN THE OPPORTUNITY TO ACCESS PERSONNEL, PROPERTIES, PREMISES, AND RECORDS OF THE ACQUISITION I INTERESTS AND THE ACQUISITION I COMPANIES FOR SUCH PURPOSE AND HAS RECEIVED AND REVIEWED SUCH INFORMATION AND HAS HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS RELATING TO SUCH MATTERS AS IT DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTION, (iii) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE ACQUISITION I INTERESTS AND THE ACQUISITION I COMPANIES, and, (iv) ACQUISITION I MAKES NO REPRESENTATION OR WARRANTY IN ANY PROVISION OF THIS AGREEMENT OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH IN Article III (SUBJECT TO Section 3.9).

(b)            EACH OF EVA AND MERGER SUB ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO THE PROJECTIONS, ESTIMATES, AND OTHER FORECASTS, AND CERTAIN BUDGETS AND BUSINESS PLAN INFORMATION PROVIDED TO EVA AND MERGER SUB, (i) there are uncertainties inherent in attempting to make such projections, estimates, and other forecasts, BUDGETS, and plans, and it is familiar with such uncertainties, and (ii) EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATIONS OF THE ADEQUACY AND ACCURACY OF ALL PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS, AND PLANS SO FURNISHED TO IT AND ANY USE OF OR RELIANCE BY IT ON SUCH PROJECTIONS, ESTIMATES AND OTHER FORECASTS, BUDGETS, AND PLANS SHALL BE AT ITS SOLE RISK.

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Section 5.9      Taxes.

(a)            At the time of the Merger, Merger Sub will be disregarded as separate from Enviva Inc. for U.S. federal income tax purposes.

(b)            Each of EVA and Merger Sub is not aware of the existence of, and has no knowledge of any fact, agreement, plan or circumstance, and has not taken or agreed to take any action, that could reasonably be expected to prevent or impede qualification of the Merger as a reorganization pursuant to Section 368(a) of the Code.

Article VI
COVENANTS AND OTHER AGREEMENTS

Section 6.1      Conduct of Business.

(a)           From the Execution Date through the earlier of the termination of this Agreement pursuant to Article IX and the Closing, except as permitted or required by the other terms of this Agreement (including Section 6.7), required by Law or by any material Contract, or by the Organizational Documents of the Acquisition I Companies, or consented to or approved by EVA in writing, which consent or approval will not unreasonably be withheld or delayed, Acquisition I shall, and shall cause PledgeCo to, conduct the Business in the ordinary course of business, provided nothing herein will limit or restrict (i) PledgeCo from prepaying its liabilities under the Support Agreement or (ii) the right or obligation of PledgeCo to participate in a Reorganization (as defined in the Support Agreement).

(b)            Without limiting the foregoing, from the Execution Date through the earlier of the termination of this Agreement pursuant to Article IX and the Closing, without the written consent or approval of EVA, which consent or approval will not unreasonably be withheld or delayed, or except as required by any Law or by any material Contract, or otherwise permitted or required by the other terms of this Agreement (including Section 6.7), Acquisition I shall not, and shall cause PledgeCo not to, take any action that would be reasonably likely to prevent or materially impair, delay, or interfere with the ability of Acquisition I and the Riverstone Echo Funds to consummate the Transaction.

(c)            Without limiting the foregoing, from the Execution Date through the earlier of the termination of this Agreement pursuant to Article IX and the Closing, without the written consent or approval of EVA, which consent or approval will not unreasonably be withheld or delayed, or except as required by any Law, or otherwise permitted or required by the other terms of this Agreement, the Riverstone Echo Funds shall not sell, assign, exchange, or otherwise transfer any of the Acquisition I Interests.

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(d)            Without limiting the foregoing, from the Execution Date through the earlier of the termination of this Agreement pursuant to Article IX and the Closing, without the written consent or approval of each of the Riverstone Echo Funds, which consent or approval will not unreasonably be withheld or delayed, or except as required by any Law or material Contract, or otherwise permitted or required by the other terms of this Agreement (including Section 6.7), EVA shall not, and shall cause Merger Sub not to, take any action that would be reasonably likely to prevent or materially impair, delay, or interfere with the ability of EVA or Merger Sub to consummate the Transaction.

Section 6.2      Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate the Transaction.

Section 6.3      Tax Matters.

(a)            To the extent Transfer Taxes may be due and payable in connection with the Transaction, such Transfer Taxes shall be borne 50% by EVA and 50% by the Riverstone Echo Funds. Acquisition I and EVA shall reasonably cooperate in obtaining applicable exemptions from, or taking other actions to reduce, Transfer Taxes in accordance with applicable Law.

(b)For U.S. federal income tax purposes (and for purposes of any applicable state or local income tax law that follows the U.S. federal income tax treatment), each of the Parties intends that (i) (A) if the Forward Merger occurs, the Forward Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder to which each of Acquisition I and Merger Sub are parties under Section 368(b) of the Code, and (B) if a Reverse Merger occurs, such Reverse Merger will qualify as both a “reorganization” within the meaning of Section 368(a) of the Code and Treasury Regulations thereunder to which each of Acquisition I and Merger Sub are parties under Section 368(b) of the Code and a contribution described in Section 351 of the Code pursuant to the same overall plan as the Conversion and (ii) this Agreement is, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulation Section 1.368-2(g) and 1.368-3(a) (collectively, the “Intended Income Tax Treatment”). The Parties shall not take or agree to take any action if such action could reasonably be expected to prevent or impede the Intended Income Tax Treatment. The Parties will prepare and file all Tax Returns (including the statements required under Treasury Regulations Section 1.368-3(a)) consistent with the Intended Income Tax Treatment and will not take any inconsistent position on any Tax Return or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise (i) reasonably determined by the Riverstone Echo Funds in consultation with the other Parties, (ii) required by a change in applicable Law after the date hereof, or (iii) a determination within the meaning of Section 1313(a) of the Code.

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(c)            The Parties hereto acknowledge and agree that for U.S. federal income and applicable state income tax purposes, the taxable year of Acquisition I will end on the Closing Date.

(i)Subject to the provisions in this Agreement, EVA agrees to (i) prepare and timely file, or cause to be prepared and timely filed, all U.S. federal and applicable state income Tax Returns required to be filed by Acquisition I for any tax period that ends on or prior to the Closing Date that are due to be filed on or after the Closing Date (taking into account any statutory extensions), including the final U.S. federal and applicable state income Tax Returns for the short taxable period ending on the Closing Date (all such Tax Returns required to be filed pursuant to this Section 6.3(c)(i), “Pre-Closing Income Tax Returns”) and (ii) pay any Taxes due thereon.

(ii)All Pre-Closing Income Tax Returns shall be prepared and filed by EVA in a manner consistent with past practice and, on such Pre-Closing Income Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns for prior periods, except as required by applicable law. EVA shall deliver all such Pre-Closing Income Tax Returns to the Riverstone Echo Funds no less than 30 days prior to the due date for filing (taking into account any statutory extensions) for review and comment. EVA shall incorporate any reasonable comments of the Riverstone Echo Funds to such Pre-Closing Income Tax Returns and shall not file such Pre-Closing Income Tax Return without the prior written approval of the Riverstone Echo Funds, not to be unreasonably withheld, conditioned, or delayed.

(iii)To the extent the aggregate amount of Taxes shown as due on the Pre-Closing Income Tax Returns filed in accordance with Section 6.3(c)(ii) (which, for the avoidance of doubt, shall include only the originally filed Tax Returns and not any amendments thereto) exceed $8,500,000, each Riverstone Echo Fund shall, following the filing of all such Pre-Closing Income Tax Returns, promptly pay to EVA such Riverstone Echo Fund’s Pro Rata Share of such excess; provided, however, that such Riverstone Echo Fund shall not be required to pay to EVA its Pro Rata Share of such excess to the extent such excess arose as a result of an adjustment to the income, gain, loss, deductions, or other similar items reported to Acquisition I from Enviva Partners, LP. Each Riverstone Echo Fund will be entitled to any refunds (including interest received thereon) in respect of its Pro Rata Share of such excess, net of any reasonable cost to EVA or its Subsidiaries (including the Surviving Entity) attributable to the obtaining and receipt of the pro rata portion of such refund.

(d)            EVA shall not, without the prior written consent of the Riverstone Echo Funds, in each case to the extent such action could reasonably be expected to increase Taxes for which the Riverstone Echo Funds are responsible pursuant to this Agreement, (i) amend or cause to be amended any Tax Return of the Acquisition I Companies for any taxable period or portion thereof ending on or before the Closing Date, (ii) make or cause to be made any Tax election with respect to the Acquisition I Companies, which Tax election would be effective for any taxable period or portion thereof ending on or before the Closing Date, (iii) voluntarily approach any Governmental Entity on or after the Closing Date with respect to any Tax position taken by the Acquisition I Companies on a Tax Return with respect to any taxable period or portion thereof ending on or before the Closing Date or (iv) change or cause to be changed any annual Tax accounting period or adopt or change or cause to be adopted or changed any material Tax accounting method of the Acquisition I Companies, in each case, with respect to any taxable period or portion thereof ending on or before the Closing Date.

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(e)            EVA and the Riverstone Echo Funds shall cooperate as and to the extent reasonably requested by the other Party in connection with the preparation and filing of Tax Returns and any the resolution of any Pre-Closing Tax Audit. EVA agrees to promptly notify the Riverstone Echo Funds in writing upon receipt by EVA or its Affiliates of any notice of any audits, examinations, adjustments, or assessments relating to Taxes of the Acquisition I Companies or the Surviving Entity if the resolution of such audit, examination, adjustment or assessment could reasonably be expected to increase Taxes for which the Riverstone Echo Funds are responsible pursuant to this Agreement (a “Pre-Closing Tax Audit”). Such notice shall include a copy of the relevant portion of any correspondence received from the relevant Governmental Entity. EVA will be entitled to control any Pre-Closing Tax Audit, provided (i) EVA will keep the Riverstone Echo Funds informed regarding the status and progress of any Pre-Closing Tax Audit, including by providing written copies of correspondence with any Governmental Entity in connection therewith, (ii) EVA shall act in a reasonable manner and in good faith in conducting and contesting such Pre-Closing Tax Audit with the relevant Taxing Authority, (iii) the Riverstone Echo Funds shall be entitled to participate in the conduct of any such Pre-Closing Tax Audit, including by participating in any meetings and teleconferences in connection therewith and being provided with the opportunity to review and comment on any written submissions (which reasonable comments will be incorporated prior to submitting any such written submissions), and (iv) EVA shall not settle or resolve any Pre-Closing Tax Audit without the Riverstone Echo Funds’ prior written consent (not to unreasonably be withheld, conditioned, or delayed). In the event of any conflict or overlap between this Section 6.3(e) and Section 8.3, this Section 6.3(e) shall control.

Section 6.4Certain Insurance and Indemnification Matters.

(a)            Each of EVA and Merger Sub agrees that all rights to indemnification and exculpation existing in favor of the Acquisition I Companies or any present or former director, manager, officer, employee, fiduciary, or agent of the Acquisition I Companies, as provided in the respective Organizational Documents of the Acquisition I Companies in effect as of the date of this Agreement (and immediately prior to the Effective Time), shall survive the Effective Time and shall continue in full force and effect for a period of not less than the applicable statute of limitations. Neither EVA nor Merger Sub shall amend, restate, waive, or terminate any Organizational Document of the Acquisition I Companies in any manner that would adversely affect the indemnification or exculpation rights of any such present or former director, manager, officer, employee, fiduciary, or agent as of immediately prior to the Effective Time.

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(b)            Each of EVA and Merger Sub covenants and agrees that, during the period that commences at the Effective Time and ends on the sixth (6th) anniversary of the Effective Time, with respect to each individual who served as a manager, director, or officer of any of the Acquisition I Companies at any time prior to the Effective Time (each, a “Covered Person”), EVA and Merger Sub shall cause such Acquisition I Company (i) to continue in effect the current director and officer liability or similar insurance policy or policies, including director and officer liability insurance, that such Acquisition I Company has as of the date of this Agreement, or (ii) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a ‘tail’ or runoff policy (covering all claims, whether choate or inchoate, made during such six (6) year period), in each case so that each Covered Person has coverage thereunder for acts, events, occurrences, or omissions occurring or arising at or prior to the Effective Time at least to the same extent (including policy limits, exclusions, and scope) as such Covered Person has coverage for such acts, events, occurrences, or omissions under the director and officer liability insurance or similar policy maintained by the Acquisition I Companies as of the date of this Agreement.

(c)            In the event that the Surviving Entity or PledgeCo (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger, or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or the acquiror of such assets, as the case may be, assume the obligations set forth in this Section 6.4(c).

Section 6.5Post-Effective Time Access; Records(a)      . From and after the Effective Time, EVA and its Affiliates shall make or cause to be made available to the Riverstone Echo Funds all books, records, Tax Returns, and documents of the Acquisition I Companies (and the assistance of employees responsible for such books, records, and documents) upon reasonable notice during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Legal Proceeding, (b) preparing reports to direct or indirect equity owners and Governmental Entities, or (c) such other purposes for which access to such documents is determined by the Riverstone Echo Funds to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of the Parties or any of their respective Affiliates under this Agreement; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Enviva Inc. and the reasonable out-of-pocket expenses of Enviva Inc. incurred in connection therewith shall be paid by such Riverstone Echo Fund. Enviva Inc. shall cause the Merger Sub to maintain and preserve all such Tax Returns, books, records, and other documents of the Acquisition I Companies for the greater of (i) five (5) years after the Effective Time and (ii) any applicable statutory or regulatory retention period, as the same may be extended.

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Section 6.6Release(a)      .

(a)            Except for (i) the obligations of EVA and Merger Sub under this Agreement (including Section 6.4), (ii) the indemnification rights of the Riverstone Echo Funds set forth in Article VIII, (iii) any indemnification rights of the Riverstone Echo Funds or their respective Affiliates pursuant to the Drop Merger Agreement or the Echo Blocker Merger Agreement, (iv) any indemnification rights of the Riverstone Echo Funds pursuant to the Organizational Documents of any of the Acquisition I Companies as in effect immediately prior to the Effective Time, or (v) in the case of fraud, effective as of the Effective Time, each of the Riverstone Echo Funds hereby forever fully and irrevocably releases and discharges, each of the Acquisition I Companies, Merger Sub, EVA, and their Affiliates and the respective predecessors, successors and past and present officers, directors, managers, equityholders, employees, agents, and representatives (acting in their capacity as such) of the foregoing (collectively, the “EVA Released Parties”) from any and all actions, suits, claims, demands, debts, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’, and accountants fees and expenses) in each case related to, as applicable, such Riverstone Echo Fund’s direct or indirect ownership the of Acquisition I Interests (including the form and amount of Consideration payable to such Riverstone Echo Fund pursuant to this Agreement in exchange for such Acquisition I Interests), the ownership and/or operation of the Acquisition I Companies, and the assets, business, operations conduct, services, products, and/or employees (including former employees) of the Acquisition I Companies (and any predecessors), in each case related to any period of time before the Closing, which such Riverstone Echo Fund can, shall, or may have against the EVA Released Parties, whether known or unknown, and that now exist or may hereinafter accrue based on matters now known or unknown (collectively, the “EVA Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Legal Proceeding before any Governmental Entity, against any EVA Released Party based upon any EVA Released Claim.

(b)            Except for (i) the indemnification rights of EVA set forth in Article VIII, (ii) the obligations of the Riverstone Echo Funds under this Agreement, (iii) any indemnification rights of EVA pursuant to the Drop Merger Agreement or the Echo Blocker Merger Agreement, or (iv) in the case of fraud, effective as of the Effective Time, each of EVA and Merger Sub hereby forever fully and irrevocably releases and discharges each of the Riverstone Echo Funds and its Affiliates and the respective predecessors, successors, and past and present officers, directors, managers, equityholders, employees, agents, and representatives (acting in their capacity as such) of the foregoing (collectively, the “Acquisition I Released Parties”), from any and all actions, suits, claims, demands, debts, promises, judgments, liabilities, or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expense, and attorneys’, brokers’, and accountants fees and expenses) in each case related directly to, as applicable, such Riverstone Echo Fund’s direct or indirect ownership of any of the Acquisition I Interests, the ownership and/or operation of the Acquisition I Companies, and the assets, business, operations conduct, services, products, and/or employees (including former employees) of the Acquisition I Companies (and any predecessors), in each case related to any period of time before the Closing, which EVA and Merger Sub can, shall, or may have against such Riverstone Echo Fund, whether known or unknown, and that now exist or may hereinafter accrue based on matters now known or unknown (collectively, the “Acquisition I Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Legal Proceeding before any Governmental Entity, against any Acquisition I Released Party based upon any Acquisition I Released Claim.

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Section 6.7      Structure. Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time and at the election of Acquisition I in its sole discretion, in lieu of consummating the merger contemplated by Article II hereof with Merger Sub surviving the merger as the surviving entity (the “Forward Merger”), the Parties will cooperate in good faith to effect a merger structured in the form substantially similar to the structure depicted in Schedule 6.7(a) or Schedule 6.7(b) (each, a “Reverse Merger”), including by amending this Agreement and executing all other necessary agreements and instruments in order to consummate a Reverse Merger; provided, that Acquisition I shall provide at least five (5) Business Days’ prior written notice to EVA of such election (the “Restructuring Notice”).

Article VII
CONDITIONS TO CLOSING

Section 7.1      Mutual Closing Conditions. The respective obligations of each Party to proceed with the Closing is subject to the satisfaction or waiver by each of the Parties (subject to applicable Laws) on or prior to the Closing Date of all of the following conditions:

(a)            All necessary filings with and consents of any Governmental Entity required for the consummation of the Transaction shall have been made and obtained, as applicable; provided, however, prior to invoking the failure to satisfy this condition as a basis for termination under Article IX, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents; and

(b)            (i) No effective injunction, writ or preliminary restraining order or any order of any nature is issued and outstanding by a Governmental Entity of competent jurisdiction prohibiting the consummation of the Transaction and (ii) there shall not be any action or proceeding before any Governmental Entity with respect to which an unfavorable judgment, order, decree, or ruling would prohibit the consummation of the Transaction or declare the consummation of the Transaction unlawful or require the consummation of the Transaction to be rescinded.

Section 7.2      EVA and Merger Sub’s Closing Conditions. The obligations of EVA and Merger Sub obligation to consummate the Transaction are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by EVA or Merger Sub, as applicable), at or prior to the Closing, of each of the following conditions:

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(a)           Each of the Riverstone Echo Funds and Acquisition I shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(b)            The representations and warranties (other than the Fundamental Representations of Acquisition I and the Riverstone Echo Funds) made by Acquisition I in Article III and by each of the Riverstone Echo Funds in Article IV (without giving effect to any materiality or material adverse effect qualifiers contained therein) shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a material adverse effect on the ability of Acquisition I and the Riverstone Echo Funds to consummate the Transaction. The Fundamental Representations made by Acquisition I in Article III and by each of the Riverstone Echo Funds in Article IV shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 7.2(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded; and

(c)            Riverstone Echo Funds shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.5(b).

Section 7.3      Acquisition I’s and Riverstone Echo Funds’ Closing Conditions. The obligations of each of the Riverstone Echo Funds and Acquisition I to consummate the Transaction is subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by each of the Riverstone Echo Funds or Acquisition I, as applicable), at or prior to the Closing, of each of the following conditions:

(a)            Each of EVA and Merger Sub shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(b)            The representations and warranties in Article V shall be true and correct on and as of the Closing Date as if remade thereon (except in each case to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date). For purposes of determining whether the condition in this Section 7.3(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded;

(c)            EVA and Merger Sub shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.5(a); and

(d)            the Conversion shall have occurred.

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Article VIII
INDEMNIFICATION

Section 8.1         Survival. The representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority; Enforceability), Section 3.3 (Title to Interests), Section 3.8 (Brokerage Arrangements), Section 4.1 (Organization), Section 4.2 (Authority; Enforceability), Section 4.3 (Title to Interests), Section 4.6 (Investment Representation) Section 4.7 (Brokerage Arrangements), Section 5.1 (Organization), Section 5.2 (Authority; Enforceability) and Section 5.5 (Brokerage Arrangements) (the “Fundamental Representations”) shall survive for a period of twelve (12) months following the Closing Date. Except as expressly set forth in this Section 8.1, the representations and warranties of the Parties contained in this Agreement shall not survive the Closing. No Party shall be entitled to any indemnification or other remedy for any breach of any representation or warranty that does not survive the Closing.

Upon the expiration of any representation and warranty that survives the Closing pursuant to this Section 8.1, unless written notice of a claim based on such representation and warranty shall have been delivered to the Indemnifying Party prior to such expiration, no claim may be brought based on the breach of such representation and warranty. The covenants made in this Agreement shall survive the Closing and remain operative and in full force and effect indefinitely or until the latest date permitted by Law.

Section 8.2         Indemnification. From and after the Closing, and subject to this Article VIII:

(a)            Each of the Riverstone Echo Funds, severally and not jointly and severally, shall indemnify, defend, and hold harmless EVA, its Affiliates, and its and their respective officers, directors, managers, employees, counsel, agents, and representatives (collectively, the “EVA Indemnitees”), to the fullest extent permitted by applicable Law, from and against any and all Damages incurred or suffered by any EVA Indemnitee to the extent caused by, resulting from, arising out of, or relating to the breach of any of (i) the Fundamental Representations (A) made by such Riverstone Echo Fund pursuant to Article IV or (B) made by Acquisition I pursuant to Article III (up to such Riverstone Echo Fund’s Indemnifiable Share of such Damages in the case of a breach by Acquisition I), or (ii) the covenants, in each case, of such Riverstone Echo Fund or Acquisition I (up to such Riverstone Echo Fund’s Indemnifiable Share of such Damages in the case of a breach by Acquisition I) contained herein; provided, however, such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of the survival of such representation or warranty as set forth in Section 8.1.

(b)            EVA shall indemnify, defend, and hold harmless the Riverstone Echo Funds, their Affiliates and their respective officers, directors, managers, employees, counsel, agents, and representatives (collectively, the “Riverstone Echo Funds Indemnitees”), to the fullest extent permitted by applicable Law, from and against all Damages incurred by or suffered by any Riverstone Echo Funds Indemnitee arising out of or relating to (i) the breach of any of (A) the Fundamental Representations, or (B) the covenants, in each case, of EVA and Merger Sub contained herein; provided, however, such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of the survival of such representation or warranty as set forth in Section 8.1, or (ii) any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party against any Riverstone Echo Funds Indemnitee that pertains to the business or operations of the Acquisition I Companies or the ownership of the Acquisition I Companies, except to the extent of any matters for which the Riverstone Echo Funds are obligated to indemnify any EVA Indemnitee under Section 8.2(a).

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Section 8.3        Conduct of Indemnification Proceedings(a)      .

(a)            If any Legal Proceeding shall be brought or asserted against any EVA Indemnitee or Riverstone Echo Funds Indemnitee and such Person is entitled to indemnity hereunder (the “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of one counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, however, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have adversely prejudiced the Indemnifying Party.

(b)            An Indemnified Party shall have the right to employ separate counsel in any such Legal Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party shall have failed promptly to assume the defense of such Legal Proceeding or (ii) the named parties to any such Legal Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such Legal Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Legal Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Legal Proceeding and does not contain any admission of wrongdoing or illegal conduct.

(c)            All reasonable fees and expenses of the Indemnified Party that are Damages for which the Indemnified Party is entitled to indemnification hereunder (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Legal Proceeding in a manner not inconsistent with this Agreement) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days after written notice thereof to the Indemnifying Party; provided, however, the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is judicially determined that such Indemnified Party is not entitled to indemnification for such fees and expenses hereunder.

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Section 8.4         Limitations.

(a)            None of the Riverstone Echo Funds nor EVA shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty under Section 8.2(a)(i) or Section 8.2(b)(i)(A), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 8.2(a)(i) or Section 8.2(b)(i)(A), as applicable, exceeds $7,500,000 (the “Deductible”), at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such threshold; provided, however, the aggregate liability of the Riverstone Echo Funds or EVA for indemnity for any breach of a representation or warranty under Section 8.2(a)(i) or Section 8.2(b)(i)(A), as applicable, or of any covenant pursuant to Section 8.2(a)(ii) or Section 8.2(b)(i)(B), as applicable, shall not exceed $75,000,000 (the “Cap”). Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 8.4(a) shall not apply to any claims for fraud.

(b)            For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by an EVA Indemnitee, such determination shall be made without regard to any qualifier as to “material,” or “materiality” expressly contained in Article III; provided, however, this Section 8.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred.

(c)            NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE NONE OF THE RIVERSTONE ECHO FUNDS NOR EVA SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 8.2.

(d)            Notwithstanding anything to the contrary in this Article VIII, no Riverstone Echo Fund shall be liable for (i) any breach of any Fundamental Representation made under Article IV by the other Riverstone Echo Fund or of any covenant by the other Riverstone Echo Fund or (ii) with respect to a breach of any Fundamental Representation made under Article III by Acquisition I or of any covenant of Acquisition I, more than such Riverstone Echo Fund’s Indemnifiable Share of the Damages for any such breach.

(e)            For purposes of determining whether the Deductible has been met as to (i) the Riverstone Echo Funds, all damages properly asserted against the Limited Partner Indemnifying Parties under Section 7.2(a)(i) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder and (ii) as to EVA, all damages properly asserted against EVA under Section 7.2(b)(i)(A) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder.

(f)            For purposes of determining whether the Cap has been met as to (i) the Riverstone Echo Funds, all damages properly asserted against the Limited Partner Indemnifying Parties under Section 7.2(a) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder and (ii) as to EVA, all damages properly asserted against EVA under Section 7.2(b)(i) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder.

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Section 8.5         Exclusive Remedy. The indemnities in Section 8.2 shall survive Closing. The indemnities provided in Section 8.2 and the provisions of Section 10.10 shall, from and after Closing, be the sole and exclusive remedy of EVA and the Riverstone Echo Funds against one another and their respective Representatives relating to this Agreement and the transactions that are the subject of this Agreement; provided, however, no limitations set forth in this Article VIII shall apply to any claim for Damages arising from fraud.

Section 8.6        Tax Treatment of Indemnity Payments. Any payments made pursuant to this Article VIII shall be treated as an adjustment to the Consideration for U.S. federal income tax purposes.

Article IX
TERMINATION RIGHTS

Section 9.1        Termination Rights. This Agreement may be terminated at any time prior to the Closing:

(a)            by mutual written consent of each of the Riverstone Echo Funds and EVA in writing;

(b)            by each of the Riverstone Echo Funds, on the one hand, or EVA, on the other hand, in writing without prejudice to other rights and remedies the terminating Party or its Affiliates (other than the non-terminating Party and its wholly owned subsidiaries) may have (provided, however, the terminating Party and its Affiliates (other than the non-terminating Party and its wholly owned subsidiaries) are not otherwise in material default or breach of this Agreement, or have not failed or refused to close without justification hereunder), if the other Party or its Affiliates (other than the terminating Party and its wholly owned subsidiaries) shall have (i) failed to perform in any material respect its covenants or agreements contained herein required to be performed by such Party or its Affiliates (other than the non-terminating Party and its wholly owned subsidiaries) on or prior to the Closing or (ii) breached in any material respect any of its representations or warranties contained herein, such that if such failure to perform or breaches occurred or were continuing to occur on the Closing Date, it would result in a failure of the condition(s) set forth in Sections 7.2(a) and (b), or Sections 7.3(a) and (b), as applicable, and such breach or failure cannot be cured within thirty (30) days following written notice from the non-breaching Party to cure any breach or failure to perform;

(c)            by each of the Riverstone Echo Funds, on the one hand, or EVA, on the other hand, in writing, without liability, if there shall be any action or proceeding before any Governmental Entity with respect to which an unfavorable judgment, order, decree or ruling would reasonably be expected to prohibit the consummation of the Transaction or declare the consummation of the Transaction unlawful or require the consummation of the Transaction to be rescinded;

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(d)            by each of the Riverstone Echo Funds, on the one hand, or EVA, on the other hand, no sooner than five (5) days after providing notice in writing, without liability, if after thirty (30) days following EVA’s receipt of a Restructuring Notice, the Parties have not amended this Agreement to contemplate a Reverse Merger in lieu of the Forward Merger, provided the Riverstone Echo Funds may withdraw a Restructuring Notice and proceed with the Forward Merger after receipt of written notice from EVA that it intends to terminate this Agreement pursuant to this Section 9.1(d); or

(e)            automatically upon a determination by EVA to terminate or abandon the Conversion.

Section 9.2         Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1, all obligations of the Parties shall terminate, except for the provisions of this Section 9.2, Section 3.8, Section 3.9, Section 4.7, Section 4.8, Section 5.5, Section 5.8 and Article X and the Parties shall have no liability to each other under or relating to this Agreement except as provided in such provisions; provided, however, nothing herein shall prejudice the ability of the non-breaching Parties from seeking damages from the other Parties for any fraud, willful misconduct, criminal acts, or knowing and intentional breach of this Agreement prior to termination.

Article X
GENERAL

Section 10.1      Entire Agreement; Successors and Assigns.

(a)            This Agreement and, to the extent expressly set forth herein, the Drop Merger Agreement, supersede all prior oral discussions and written agreements among the Parties with respect to the subject matter of this Agreement (except to the extent specifically incorporated by reference herein). This Agreement and, to the extent expressly set forth herein, the Drop Merger Agreement, contain the sole and entire agreement among the Parties with respect to the subject matter hereof and thereof.

(b)            All of the terms, covenants, representations, warranties, and conditions of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

(c)            Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assignable by either Party without the prior written consent of the other Party; provided, however, that without the consent of any other Party, (i) EVA may assign and novate to Enviva Inc. or any of its or Enviva Inc.’s Affiliates all of its rights, interests and obligations hereunder (and shall assign and novate to Enviva Inc. all of its rights, interests and obligations hereunder in connection with the Conversion) and (ii) Merger Sub may assign and novate to any Affiliate of EVA or Enviva Inc. all of its rights, interests and obligations hereunder.

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Section 10.2       Amendments and Waivers. All amendments to this Agreement must be in writing and signed by EVA and each of the Riverstone Echo Funds. EVA and each of the Riverstone Echo Funds, as applicable, may, only by an instrument in writing, waive compliance by a Riverstone Echo Fund or Acquisition I (in the case of a waiver given by EVA) or EVA or Merger Sub (in the case of a waiver given by each of the Riverstone Echo Funds) with any term or provision of this Agreement. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power, or remedy by a Party, and no course of dealing between the Parties, shall constitute a waiver of any such right, power, or remedy.

Section 10.3       Notices. Unless otherwise provided herein, all notices, requests, consents, approvals, demands, and other communications to be given hereunder will be in writing and will be deemed given upon (a) confirmed delivery by a reputable overnight carrier or when delivered by hand, addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice), (b) actual receipt, (c) the expiration of four (4) Business Days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice), or (d) delivery by electronic mail to a Party at the electronic mail address set forth below (or at such other address as such Party shall designate by like notice):

If to a Riverstone Echo Fund or Acquisition I, addressed to:

Enviva Cottondale Acquisition I, LLC,

Riverstone Echo Continuation Holdings, L.P., or

Riverstone Echo Rollover Holdings, L.P., as applicable
712 Fifth Ave, 36^th Floor

New York, NY 10019

Attn: Stephen Coats

Email: scoats@riverstonellc.com

with a copy to, which shall not constitute notice:

Latham & Watkins L.L.P.
555 Eleventh Street, NW, Suite 1000
Washington, D.C., 20004

Attn:	Barton Clark
	Nick Luongo
Email:	barton.clark@lw.com;
	nick.luongo@lw.com

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If to EVA or Merger Sub, addressed to:

Enviva Partners, LP or, from and after the Conversion,

Enviva Inc.

7272 Wisconsin Avenue
Suite 1800
Bethesda, MD 20814
Attn: Chair, Conflicts Committee of the Board of Directors
Email: JohnB@bostonavenue.com

with a copy to, which shall not constitute notice:

Baker Botts L.L.P.
30 Rockefeller Plaza
New York, NY 10112 

Attn:	Michael Swidler
	Michael Rosenwasser
Email:	michael.swidler@bakerbotts.com;
	michael.rosenwasser@bakerbotts.com

Section 10.4      Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without reference to the choice of Law principles thereof.

Section 10.5      Dispute Resolution; Waiver of Jury Trial.

(a)            Each of the Parties (i) consents to submit itself to the exclusive personal jurisdiction and venue of any U.S. federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Agreement or the Transaction, (ii) agrees it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees it will not bring any such suit in any court other than a U.S. federal or state court sitting in the State of Delaware, (iv) irrevocably agrees any such suit (whether at law, in equity, in contract, in tort, or otherwise) shall be heard and determined exclusively in such U.S. federal or state court sitting in the State of Delaware, (v) agrees to service of process in any such action in any manner prescribed by the Laws of the State of Delaware, and (vi) agrees service of process upon such Party in any action or proceeding shall be effective if notice is given in accordance with Section 10.3.

(b)            EACH PARTY ACKNOWLEDGES AND AGREES ANY SUCH CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION.

26

Section 10.6      Severability. In the event any of the provisions hereof are held to be invalid or unenforceable under applicable Laws, the remaining provisions hereof will not be affected thereby. In such event, the Parties agree and consent such provisions and this Agreement will be modified and reformed so as to effect the original intent of the Parties as closely as possible with respect to those provisions that were held to be invalid or unenforceable.

Section 10.7      Transaction Costs and Expenses. Except as otherwise specified in this Agreement (including Section 6.3(c)), the Parties will bear all of their own costs, fees, and expenses, if any, incurred by or on their behalf in connection with the Transaction. For the avoidance of doubt, the payment obligations set forth in this Section 10.7 are without adjustment to the Consideration.

Section 10.8      Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement; provided, however, each of the EVA Released Parties, Acquisition I Released Parties, and Covered Persons is an express, intended third-party beneficiary of this Agreement.

Section 10.9      Counterparts. This Agreement may be executed by electronic mail exchange of .pdf signature pages and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered (including by electronic mail exchange of .pdf signature pages) to the other Parties.

Section 10.10    Specific Performance. The Parties agree if any of the provisions of this Agreement required to be performed at or after the Closing were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and money damages may not be a sufficient remedy. In addition to any other remedy at law or in equity, each Party shall be entitled to specific performance by the other Parties of their respective obligations under this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy.

Section 10.11    Publicity. All press releases or other public communications of any nature whatsoever relating to the Transaction, and the method of the release for publication thereof, shall be subject to the prior consent of EVA and each of the Riverstone Echo Funds, which consent shall not be unreasonably withheld, conditioned or delayed by any Party; provided, however, nothing herein shall prevent EVA or the Riverstone Echo Funds from publishing such press releases or other public communications as such Party may consider necessary in order to satisfy such Party’s obligations at Law or under the rules of any stock or commodities exchange or the SEC after consultation with such other Party as is reasonable under the circumstances.

Section 10.12    Further Assurances. The Parties agree, from time to time after the Effective Time and without any further consideration, each of them will execute and deliver, or cause to be executed and delivered, such further agreements and instruments and take such other action as may be necessary to effectuate the provisions, purposes, and intents of the this Agreement. Without limiting the generality of the foregoing, each Party shall from time to time after the Effective Time, execute, deliver, acknowledge, file and record, or cause to be executed, delivered, acknowledged, filed and recorded, such further instruments of sale, conveyance, transfer, assignment, or delivery and such further consents, certifications, affidavits, and assurances as such other Party may reasonably request to vest in EVA or its designees and their respective successors and assigns all right, title and interest in the Acquisition I Interests and the Business, or otherwise to consummate and make effective the Transaction upon the terms and conditions set forth herein. The Parties will coordinate and cooperate with each other in exchanging such information and assistance as any of the Parties may reasonably request in connection with the foregoing.

[Signature page follows.]

27

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

ACQUISITION I:
ENVIVA COTTONDALE ACQUISITION I, LLC
By:	RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P., its member

By: RIVERSTONE ECF GP, LLC, its general partner

By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos

Title: Managing Director

By: RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P., its member

By: RIVERSTONE ECHO ROLLOVER GP, LLC, its general partner

By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos

Title: Managing Director

[Signature Page to Agreement and Plan of Merger]

EVA:

ENVIVA PARTNERS, LP

By: Enviva Partners GP, LLC,
as its sole general partner

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief
Financial Officer

MERGER SUB:
ENVIVA, INC. MERGER SUB, LLC
By:	/s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief
Financial Officer

[Signature Page to Agreement and Plan of Merger]

RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
By:	Riverstone ECF GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director
RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
By:	Riverstone Echo Rollover GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director

[Signature Page to Agreement and Plan of Merger]

Exhibit A

Definitions

“Acquisition I” has the meaning set forth in the preamble.

“Acquisition I Companies” means, collectively, Acquisition I and PledgeCo.

“Acquisition I Interests” has the meaning set forth in the recitals.

“Acquisition I Released Claims” has the meaning set forth in Section 6.6(b).

“Acquisition I Released Parties” has the meaning set forth in Section 6.6(b).

“Affiliate” means with respect to a Person, any other Person controlling, controlled by, or under common control with such entity. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in this definition to the contrary, for the purposes of this Agreement, (a) (i) prior to the Effective Time, none of EVA, Merger Sub or any of their respective Subsidiaries shall be considered to be an Affiliate of the Acquisition I Companies and (ii) from and after the Effective Time, each of the Acquisition I Companies shall be considered to be an Affiliate of EVA; and (b) other than with respect to the Acquisition I Companies as described in clause (a), none of Merger Sub, EVA, and their respective Subsidiaries, on the one hand, and the Riverstone Echo Funds and the Acquisition I Companies, on the other hand, shall be considered to be Affiliates with respect to each other.

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

“Assets” of any Person means all assets and properties of every kind, nature, character, and description (whether real, personal, or mixed, whether tangible or intangible, and wherever situated), including the related goodwill, which assets and properties are operated, owned, or leased by such Person.

“Business” means the businesses of the Acquisition I Companies as conducted as of the Execution Date or as of the Closing, as applicable, and the activities incidental thereto.

“Business Day” means any day other than Saturday, Sunday, or holiday on which banks are generally open for business in New York City; provided, however, banks shall be deemed to be generally open for business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Entity if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

“Cap” has the meaning set forth in Section 8.4(a).

A-1

“Certificate of Merger” has the meaning set forth in Section 2.2.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, or any amending or superseding tax Laws of the United States of America.

“Conflicts Committee” has the meaning set forth in the recitals.

“Consideration” means a number of shares of Enviva Inc. Common Stock equal to the number of shares of Enviva Inc. Common Stock or EVA Units owned by the Acquisition I Companies immediately prior to the Merger.

“Contract” means any agreement, purchase order, commitment, evidence of indebtedness, mortgage, indenture, security agreement, or other contract, entered into by a Person or by which a Person or any of its Assets are bound.

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

“Covered Person” has the meaning set forth in Section 6.4(b).

“Damages” means any and all debts, losses, liabilities, duties, Taxes, claims, damages, obligations, payments (including those arising out of any demand, assessment, settlement, judgment, or compromise relating to any actual or threatened Legal Proceeding), costs, and reasonable expenses, including any reasonable attorneys’ fees, and any and all reasonable expenses whatsoever and howsoever incurred in investigating, preparing, or defending any Legal Proceeding, in all cases, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known, or unknown. For the avoidance of doubt, Damages includes both inter-party damages (i.e., between the Parties) and third-party damages.

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

“Deductible” has the meaning set forth in Section 8.4(a).

“Drop Merger Agreement” means the Agreement and Plan of Merger, dated as of the date hereof, by and among Enviva Holdings, LP, EVA, Enviva Partners Merger Sub, LLC, and the other parties named therein.

“Echo Blocker Merger Agreement” means the Agreement and Plan of Merger, dated as the date hereof, by and among Riverstone EC Corp, LLC, Merger Sub, EVA, and Riverstone Echo Continuation Fund Parallel, L.P.

“Effective Time” has the meaning set forth in Section 2.2.

A-2

“Enviva Inc.” has the meaning set forth in the preamble.

“Enviva Inc. Common Stock” means shares of common stock in Enviva Inc.

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

“EVA Financial Statements” has the meaning set forth in Section 5.7.

“EVA Indemnitees” has the meaning set forth in Section 8.2(a).

“EVA Released Claims” has the meaning set forth in Section 6.6(a).

“EVA Released Parties” has the meaning set forth in Section 6.6(a).

“EVA SEC Documents” has the meaning set forth in Section 5.7.

“EVA Units” means common units representing limited partner interests in EVA.

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder.

“Execution Date” has the meaning set forth in the preamble.

“Forward Merger” has the meaning set forth in Section 6.7.

“Fundamental Representations” has the meaning set forth in Section 8.1.

“GAAP” means generally accepted accounting principles in the United States as promulgated by the Financial Accounting Standards Board, or its predecessors or successors, as of the date of the statement or item to which such term refers, applied on a consistent basis during the period involved.

“Governmental Authorization” means any franchise, permit, license, authorization, order, certificate, registration, plan, exemption, variance, decree, agreement, right, or other consent or approval granted by, or subject to approval by, any Governmental Entity.

“Governmental Entity” means any court, governmental department, commission, council, board, agency, bureau, or other instrumentality of the United States of America, any foreign jurisdiction, or any state, provincial, county, municipality, or local governmental unit thereof, including any Taxing Authority.

“Indemnifiable Share” means, with respect to (a) Riverstone Continuation Fund, 85.35% and (b) Riverstone Rollover Fund, 8.45%.

“Indemnified Party” has the meaning set forth in Section 8.3(a).

“Indemnifying Party” has the meaning set forth in Section 8.3(a).

A-3

“Intended Income Tax Treatment” has the meaning set forth in Section 6.3(b).

“Laws” means all applicable laws, statutes, rules, regulations, codes, ordinances, variances, judgments, injunctions, orders, and licenses of a Governmental Entity having jurisdiction over the Assets of any Person and the operations thereof.

“Legal Proceeding” means any judicial, administrative, or arbitral action, suit, hearing, inquiry, investigation, or other proceeding (public or private) before any Governmental Entity.

“Lien” means any lien, mortgage, pledge, preferential purchase right, option, security interest, or encumbrance of any nature whatsoever.

“Limited Partner Indemnifying Parties” means “Limited Partners,” as such term is defined in the Drop Merger Agreement.

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

“Merger Sub” has the meaning set forth in the preamble.

“Organizational Documents” means, with respect to any Person, the certificate of incorporation, articles of incorporation or association, certificate of formation, by-laws, limited liability company agreement, operating agreement, limited partnership agreement, or other governing documents and agreements that establish the legal personality of such Person.

“Parties” and “Party” have the meanings set forth in the preamble.

“Permitted Liens” means (a) statutory Liens for current Taxes or other governmental charges not yet due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by any Acquisition I Company, (b) mechanics’, carriers’, workers’, repairers’, and similar statutory Liens or capital leases arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant, (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Entities having jurisdiction over the real property of any Acquisition I Company and not violated by the current use and operation of such Acquisition I Company’s real property, (d) covenants, conditions, restrictions, easements, and other similar matters of record affecting title to any Acquisition I Company’s real property that do not materially impair the occupancy or use of such Acquisition I Company’s real property for the purposes for which it is currently used or proposed to be used in connection with Merger Sub’s or any Acquisition I Company’s businesses, (e) public roads and highways, (f) matters that would be disclosed by an inspection or accurate survey of each parcel of real property, (g) Liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, (h) purchase money liens and liens securing rental payments under capital lease arrangements, (i) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money, and (j) Liens contained in the Organizational Documents of any Acquisition I Company.

A-4

“Person” means any individual or entity, including any corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, incorporated organization, or Governmental Entity.

“PledgeCo” means Enviva Collateral PledgeCo, LLC, a Delaware limited liability company.

“Pre-Closing Income Tax Returns” has the meaning set forth in Section 6.3(c)(i).

“Pre-Closing Tax Audit” has the meaning set forth in Section 6.3(e).

“Pro Rata Share” means, with respect to a Riverstone Echo Fund, the quotient (expressed as a percentage) obtained by dividing (a) the portion of the Consideration received by such Riverstone Echo Fund in the Merger by (b) the Consideration.

“Restructuring Notice” has the meaning set forth in Section 6.7.

“Reverse Merger” has the meaning set forth in Section 6.7.

“Riverstone Continuation Fund” has the meaning set forth in the preamble.

“Riverstone Echo Funds” has the meaning set forth in the preamble.

“Riverstone Echo Funds Indemnitees” has the meaning set forth in Section 8.2(b).

“Riverstone Rollover Fund” has the meaning set forth in the preamble.

“SEC” has the meaning set forth in Section 5.7.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, or other legal entity of any kind of which such Person (either alone or through or together with one or more of its other Subsidiaries), owns, directly or indirectly, more than 50% of the capital stock, general partner interests, limited partner interests, managing member interests or other equity interests the holders of which are (a) generally entitled to vote for the election of the board of directors or other governing body of such legal entity or (b) generally entitled to share in the profits or capital of such legal entity.

“Support Agreement” means that certain Support Agreement, dated as of the date hereof, by and among EVA, the Riverstone Echo Funds, PledgeCo, and each of the other Persons named therein.

“Surviving Entity” has the meaning set forth in Section 2.1.

“Tax” or “Taxes” means (a) any taxes and similar assessments imposed by any Taxing Authority, including income, profits, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, sales, use, real property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, withholding, social security (or similar), unemployment, disability, payroll, employment, fuel, excess profits, occupational, premium, windfall profit, severance, actual or estimated, or other similar charge, including any interest, penalty, or addition thereto or otherwise relating to a Tax Return, whether disputed or not and (b) all liability for the payment of any amounts of the type described in clause (a) as the result of being (or ceasing to be) a member of an affiliated, consolidated, combined, or unitary group (or being included (or required to be included) in any Tax Return related thereto).

A-5

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” means, with respect to any Tax, the Governmental Entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums.

“Transaction” means the consummation of the transactions contemplated by this Agreement.

“Transfer Tax” means all sales, use, goods, services, transfer, stamp, recording, and similar Taxes and fees incurred by or on behalf of a Party as a result of the Transaction, as imposed by applicable Law.

“Treasury Regulations” means the final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code.

“Withholding Certificate” means a correct, complete, and properly executed Internal Revenue Service Form W-9 or other applicable documentation certifying that each of Acquisition I, the Riverstone Continuation Fund and the Riverstone Rollover Fund is not a foreign person within the meaning of Treasury Regulations Sections 1.1445-2(b) or other applicable documentation establishing an exemption from withholding.

A-6

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

Enviva Partners, LP

TABLE OF CONTENTS
Article I
DEFINITIONS
Section 1.1	Definitions	2
Section 1.2	Construction	13
Article II
ORGANIZATION
Section 2.1	Continuation	14
Section 2.2	Name	14
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	14
Section 2.4	Purpose and Business	15
Section 2.5	Powers	15
Section 2.6	Term	15
Section 2.7	Title to Partnership Assets	15
Article III
RIGHTS OF LIMITED PARTNERS
Section 3.1	Limitation of Liability	16
Section 3.2	Management of Business	16
Section 3.3	Outside Activities of the Limited Partners	16
Section 3.4	Rights of Limited Partners	16
Article IV
CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
Section 4.1	Certificates	17
Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	18
Section 4.3	Record Holders	18
Section 4.4	Transfer Generally	19
Section 4.5	Registration and Transfer of Limited Partner Interests	19
Section 4.6	Transfer of the General Partner’s General Partner Interest	20
Section 4.7	Restrictions on Transfers	20
Section 4.8	Eligibility Certificates; Ineligible Holders	21
Section 4.9	Redemption of Partnership Interests of Ineligible Holders	22

 -i-

Article V
CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
Section 5.1	Contributions by the General Partner and its Affiliates	24
Section 5.2	Interest and Withdrawal	24
Section 5.3	Capital Accounts	24
Section 5.4	Issuances of Additional Partnership Interests and Derivative Instruments	27
Section 5.5	Limited Preemptive Right	28
Section 5.6	Splits and Combinations	28
Section 5.7	Fully Paid and Non-Assessable Nature of Limited Partner Interests	28
Section 5.8	Deemed Capital Contributions	29
Article VI
ALLOCATIONS AND DISTRIBUTIONS
Section 6.1	Allocations for Capital Account Purposes	29
Section 6.2	Allocations for Tax Purposes	32
Section 6.3	Distributions; Characterization of Distributions; Distributions to Record Holders	34
Article VII
MANAGEMENT AND OPERATION OF BUSINESS
Section 7.1	Management	35
Section 7.2	Replacement of Fiduciary Duties	37
Section 7.3	Certificate of Limited Partnership	37
Section 7.4	Restrictions on the General Partner’s Authority	37
Section 7.5	Reimbursement of the General Partner	38
Section 7.6	Outside Activities	39
Section 7.7	Indemnification	40
Section 7.8	Limitation of Liability of Indemnitees	41
Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	42
Section 7.10	Other Matters Concerning the General Partner	44
Section 7.11	Purchase or Sale of Partnership Interests	44
Section 7.12	Reliance by Third Parties	45
Article VIII
BOOKS, RECORDS, ACCOUNTING AND REPORTS
Section 8.1	Records and Accounting	45
Section 8.2	Fiscal Year	45
Section 8.3	Reports	46

 -ii-

Article IX
TAX MATTERS
Section 9.1	Tax Returns and Information	46
Section 9.2	Tax Elections	47
Section 9.3	Tax Controversies	47
Section 9.4	Withholding and Other Tax Payments by the Partnership	48
Article X
ADMISSION OF PARTNERS
Section 10.1	Admission of Limited Partners	49
Section 10.2	Admission of Successor General Partner	50
Section 10.3	Amendment of Agreement and Certificate of Limited Partnership	50
Article XI
WITHDRAWAL OR REMOVAL OF PARTNERS
Section 11.1	Withdrawal of the General Partner	50
Section 11.2	Removal of the General Partner	52
Section 11.3	Interest of Departing General Partner and Successor General Partner	52
Section 11.4	Withdrawal of Limited Partners	54
Article XII
DISSOLUTION AND LIQUIDATION
Section 12.1	Dissolution	54
Section 12.2	Continuation of the Business of the Partnership After Dissolution	55
Section 12.3	Liquidator	55
Section 12.4	Liquidation	56
Section 12.5	Cancellation of Certificate of Limited Partnership	56
Section 12.6	Return of Contributions	57
Section 12.7	Waiver of Partition	57
Section 12.8	Capital Account Restoration	57
Article XIII
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
Section 13.1	Amendments to be Adopted Solely by the General Partner	57
Section 13.2	Amendment Procedures	59
Section 13.3	Amendment Requirements	59
Section 13.4	Special Meetings	60
Section 13.5	Notice of a Meeting	60
Section 13.6	Record Date	60
Section 13.7	Postponement and Adjournment	61

 -iii-

Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	61
Section 13.9	Quorum and Voting	62
Section 13.10	Conduct of a Meeting	62
Section 13.11	Action Without a Meeting	62
Section 13.12	Right to Vote and Related Matters	63
Article XIV
MERGER OR CONSOLIDATION
Section 14.1	Authority	63
Section 14.2	Procedure for Merger or Consolidation	64
Section 14.3	Approval by Limited Partners	65
Section 14.4	Certificate of Merger	66
Section 14.5	Effect of Merger or Consolidation	66
Article XV
GENERAL PROVISIONS
Section 15.1	Addresses and Notices; Written Communications	67
Section 15.2	Further Action	67
Section 15.3	Binding Effect	68
Section 15.4	Integration	68
Section 15.5	Creditors	68
Section 15.6	Waiver	68
Section 15.7	Third-Party Beneficiaries	68
Section 15.8	Counterparts	68
Section 15.9	Applicable Law; Forum; Venue and Jurisdiction Waiver of Trial by Jury	68
Section 15.10	Invalidity of Provisions	69
Section 15.11	Consent of Partners	69
Section 15.12	Facsimile Signatures	70

 -iv-

SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF Enviva Partners, LP

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Enviva Partners, LP, dated as of October 14, 2021, is entered into by Enviva Partners GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

WHEREAS, the General Partner and the other parties thereto entered into that certain First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, dated as of May 4, 2015 (as amended, the “First Amended and Restated Agreement”);

WHEREAS, Section 13.1(g) of the First Amended and Restated Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the First Amended and Restated Agreement to reflect an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests pursuant to Section 5.7 of the First Amended and Restated Agreement;

WHEREAS, Section 13.1(d)(i) of the First Amended and Restated Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the First Amended and Restated Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect;

WHEREAS, the Partnership has entered into an Agreement and Plan of Merger (the “Drop Merger Agreement”), dated as of the date hereof, among (i) the Partnership, (ii) Enviva Holdings, LP, a Delaware limited partnership (“Holdings”) and the holder of all of the limited liability company interests in, and the sole member of, Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”) and the sole member of the General Partner and (iii) certain other parties, pursuant to which, among other things, (a) the Partnership acquired (x) all of the limited partner interests in Holdings and (y) all of the limited liability company interests in Enviva Holdings GP, LLC, the general partner of Holdings, and (b) the incentive distribution rights held by MLP Holdco were cancelled and eliminated (collectively, the “Drop Merger”);

WHEREAS, the aggregate consideration for the Drop Merger consisted of 16.0 million Common Units; and

WHEREAS, the General Partner has determined, pursuant to Section 13.1(g) or Section 13.1(d)(i) of the First Amended and Restated Agreement, that the amendments to the First Amended and Restated Agreement set forth herein are necessary or appropriate in connection with the issuance of Common Units pursuant to the Drop Merger Agreement or do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

1

NOW, THEREFORE, the General Partner does hereby amend and restate the First Amended and Restated Agreement in its entirety as follows:

Article I

DEFINITIONS

Section 1.1         Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Adjusted Capital Account” means, with respect to any Partner, the balance in such Partner’s Capital Account at the end of each taxable period of the Partnership, after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such Partner is (x) obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or (y) deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) Debit to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.3(d).

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

“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“Agreed Value” of (a) a Contributed Property means the fair market value of such property at the time of contribution and (b) an Adjusted Property means the fair market value of such Adjusted Property on the date of the Revaluation Event, in each case as determined by the General Partner.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

2

“Agreement” means this Second Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, as it may be amended, supplemented or restated from time to time.

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“Bad Faith” means, with respect to any determination, action or omission, of any Person, board or committee, that such Person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of the Partnership.

“Board of Directors” means the board of directors of the General Partner.

“Book-Tax Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.3 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States or the State of Maryland shall not be regarded as a Business Day.

“Capital Account” means the capital account maintained for a Partner pursuant to Section 5.3. The “Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions).

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

3

“Carrying Value” means (a) with respect to a Contributed Property or an Adjusted Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and other cost recovery deductions charged to the Partners’ Capital Accounts in respect of such property, and (b) with respect to any other Partnership property, the adjusted basis of such property for U.S. federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Section 5.3(d) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner is liable to the Partnership or any Limited Partner for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

“Certificate” means a certificate in such form (including in global form if permitted by applicable rules and regulations) as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Partnership Interests.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.3, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

“Citizenship Eligibility Trigger” is defined in Section 4.8(a)(ii).

“Closing Date” means the date of closing of the Drop Merger.

“Closing Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

“Code” means the U.S. Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

4

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

“Common Unit” means a Partnership Interest having the rights and obligations specified with respect to Common Units in this Agreement.

“Conflicts Committee” means a committee of the Board of Directors composed entirely of one or more directors, each of whom is determined by the Board of Directors, after reasonable inquiry, (a) to not be an officer or employee of the General Partner (b) to not be an officer or employee of any Affiliate of the General Partner or a director of any Affiliate of the General Partner (other than any Group Member), (c) to not be a holder of any ownership interest in the General Partner or any of its Affiliates, including any Group Member, that would be likely to have an adverse impact on the ability of such director to act in an independent manner with respect to the matter submitted to the Conflicts Committee, other than Common Units and awards that are granted to such director under the LTIP, and (d) to be independent under the independence standards for directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which any class of Partnership Interests is listed or admitted to trading.

“Contributed Property” means each property, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.3(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

“Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(c)(xi).

“Current Market Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

“Derivative Instruments” means options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative instruments (other than equity interests in the Partnership) relating to, convertible into or exchangeable for Partnership Interests.

“Drop Merger Agreement” is defined in the Recitals to this Agreement.

“Drop Merger” is defined in the Recitals to this Agreement.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

5

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Effective Time” means the time of closing of the Drop Merger.

“Eligibility Certificate” is defined in Section 4.8(b).

“Eligible Holder” means a Limited Partner, or type of Limited Partners, whose (a) U.S. federal income tax status (or lack of proof thereof), in the determination of the General Partner, does not create and is not reasonably likely to create a substantial risk of the adverse effect described in Section 4.8(a)(i) or (b) nationality, citizenship or other related status does not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.8(a)(ii). The General Partner may adopt policies and procedures for determining whether types or categories of Persons are or are not Eligible Holders. The General Partner may determine that certain Persons, or types or categories of Persons, are Eligible Holders based on its determination that (a) their U.S. federal income tax status, nationality, citizenship or other related status (or lack of proof thereof) is unlikely to create the substantial risk referenced or (b) it is in the best interest of the Partnership to permit such Persons or types or categories of Persons to own Partnership Interests notwithstanding any such risk. Any such determination may be changed by the General Partner from time to time in its discretion, and any Limited Partner may be treated as an Ineligible Holder notwithstanding that it was in a type or category of Persons determined by the General Partner to be Eligible Holders at the time such Limited Partner acquired its Limited Partner Interest.

“Event Issue Value” means, with respect to any Common Unit as of any date of determination, (i) in the case of a Revaluation Event that includes the issuance of Common Units pursuant to a public offering and solely for cash, the price paid for such Common Units, or (ii) in the case of any other Revaluation Event, the Closing Price of the Common Units on the date of such Revaluation Event or, if the General Partner determines that a value for the Common Unit other than such Closing Price more accurately reflects the Event Issue Value, the value determined by the General Partner.

“Event of Withdrawal” is defined in Section 11.1(a).

“Excess Distribution” is defined in Section 6.1(c)(iii)(A).

“Excess Distribution Unit” is defined in Section 6.1(c)(iii)(A).

“First Amended and Restated Agreement” is defined in the Recitals to this Agreement.

“General Partner” means Enviva Partners GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in their capacities as general partner of the Partnership (except as the context otherwise requires).

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

6

“General Partner Interest” means the non-economic management interest of the General Partner in the Partnership (in its capacity as a general partner and without reference to any Limited Partner Interest held by it) and includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of the Partnership.

“Good Faith” means, with respect to any determination, action or omission, of any Person, board or committee, that such determination, action or omission was not taken in Bad Faith.

“Gross Liability Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

“Group” means two or more Persons that with or through any of their respective Affiliates or Associates have any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“Group Member” means a member of the Partnership Group.

“Group Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Holdings” is defined in the Recitals to this Agreement.

“Indemnitee” means (a) any General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of any Group Member, a General Partner, any Departing General Partner or any of their respective Affiliates, (e) any Person who is or was serving at the request of a General Partner, any Departing General Partner or any of their respective Affiliates as an officer, director, manager, managing member, general partner, employee, agent, fiduciary or trustee of another Person owing a fiduciary or similar duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or Departing General Partner and (g) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement because such Person’s service, status or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the Partnership Group’s business and affairs.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

7

“Ineligible Holder” is defined in Section 4.8(c).

“Initial Offering” means the initial offering and sale of Common Units to the public, as described in the Registration Statement.

“Liability” means any liability or obligation of any nature, whether accrued, contingent or otherwise.

“Limited Partner” means, unless the context otherwise requires, each Person that is a Limited Partner or becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of the Partnership.

“Limited Partner Interest” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units or other Partnership Interests or a combination thereof or interest therein (but excluding Derivative Instruments), and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner hereunder.

“Liquidation Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

“Liquidator” means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

“LTIP” means benefit plans, programs and practices adopted by the General Partner pursuant to Section 7.5(c).

“Merger Agreement” is defined in Section 14.1.

“MLP Holdco” is defined in the Recitals to this Agreement.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Securities Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

8

“Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any Liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (b) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.3(d)(ii)) at the time such property is distributed, reduced by any Liabilities either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“Net Income” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 5.3 but shall not include any items specially allocated under Section 6.1(c).

“Net Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.3 but shall not include any items specially allocated under Section 6.1(c).

“Noncompensatory Option” has the meaning set forth in Treasury Regulation Section 1.721-2(f).

“Nonrecourse Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

9

“Outstanding” means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Partnership Interests of any class, none of the Partnership Interests owned by such Person or Group shall be entitled to be voted on any matter or be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Interests so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Partnership Interests shall not, however, be treated as a separate class of Partnership Interests for purposes of this Agreement or the Delaware Act); provided, further, that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Partnership Interests of any class directly from the General Partner or its Affiliates (other than the Partnership), (ii) any Person or Group who acquired 20% or more of the Partnership Interests of any class directly or indirectly from a Person or Group described in clause (i) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Interests issued by the Partnership provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply; provided, further, however that Restricted Common Units shall not be treated as Outstanding for purposes of Section 6.1.

“Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“Partner Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

“Partners” means the General Partner and the Limited Partners.

“Partnership” means Enviva Partners, LP, a Delaware limited partnership.

“Partnership Group” means, collectively, the Partnership and its Subsidiaries.

“Partnership Interest” means any class or series of equity interest (or, in the case of the General Partner, management interest) in the Partnership, which shall include any General Partner Interest and Limited Partner Interests but shall exclude all Derivative Instruments.

“Partnership Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

“Percentage Interest” means as of any date of determination and as to any Unitholder with respect to Units, the quotient obtained by dividing (A) the number of Units held by such Unitholder by (B) the total number of Outstanding Units. The Percentage Interest with respect to the General Partner Interest shall at all times be zero.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

10

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Privately Placed Units” means any Common Units issued for cash or property other than pursuant to a public offering.

“Pro Rata” means when used with respect to (a) Units or any class thereof, apportioned among all designated Units in accordance with their relative Percentage Interests and (b) Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests.

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership in which the Closing Date occurs, the portion of such fiscal quarter after the Closing Date.

“Rate Eligibility Trigger” is defined in Section 4.8(a)(i).

“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“Record Date” means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder” means (a) with respect to any class of Partnership Interests for which a Transfer Agent has been appointed, the Person in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent as of the closing of business on a particular Business Day, or (b) with respect to other classes of Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the General Partner has caused to be kept as of the closing of business on such Business Day.

“Redeemable Interests” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.9.

“Registration Statement” means the Registration Statement on Form S-1 (Registration No. 333-199625) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

11

“Required Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(c)(i), Section 6.1(c)(ii), Section 6.1(c)(iv), Section 6.1(c)(v), Section 6.1(c)(vi), Section 6.1(c)(vii) or Section 6.1(c)(ix).

“Restricted Common Unit” means a Common Unit (i) that was granted to the holder thereof in connection with such holder’s performance of services for the Partnership, (ii) that remains subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code and (iii) with respect to which no election was made pursuant to Section 83(b) of the Code. As set forth in the final proviso in the definition of “Outstanding,” Restricted Common Units are not treated as Outstanding for purposes of Section 6.1. Upon the lapse of the “substantial risk of forfeiture” with respect to a Restricted Common Unit, for U.S. federal income tax purposes such Common Unit will be treated as having been newly issued in consideration for the performance of services and will thereafter be considered to be Outstanding for purposes of Section 6.1.

“Revaluation Event” means an event that results in adjustment of the Carrying Value of each Partnership property pursuant to Section 5.3(d).

“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.

“Special Approval” means approval by a majority of the members of the Conflicts Committee or, if the Conflicts Committee has only one member, the sole member of the Conflicts Committee.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general partner of such partnership, but only if such Person, directly or by one or more Subsidiaries of such Person, or a combination thereof, controls such partnership on the date of determination or (c) any other Person in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Surviving Business Entity” is defined in Section 14.2(b)(ii).

“Trading Day” means a day on which the principal National Securities Exchange on which the referenced Partnership Interests of any class are listed or admitted to trading is open for the transaction of business or, if such Partnership Interests are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

12

“transfer” is defined in Section 4.4(a).

“Transfer Agent” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as may be appointed from time to time by the Partnership to act as registrar and transfer agent for any class of Partnership Interests; provided, that if no Transfer Agent is specifically designated for any class of Partnership Interests, the General Partner shall act in such capacity.

“Unit” means a Partnership Interest that is designated as a “Unit” and shall include Common Units but shall not include the General Partner Interest.

“Unitholders” means the Record Holders of Common Units.

“Unit Majority” means a majority of the Outstanding Common Units.

“Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.3(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.3(d) as of such date).

“Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.3(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.3(d)).

“Unrestricted Person” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

“U.S. GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“Withdrawal Opinion of Counsel” is defined in Section 11.1(b).

Section 1.2            Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” and words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement. The General Partner has the power to construe and interpret this Agreement and to act upon any such construction or interpretation.  Any construction or interpretation of this Agreement by the General Partner and any action taken pursuant thereto and any determination made by the General Partner in good faith shall, in each case, be conclusive and binding on all Record Holders and all other Persons for all purposes.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

13

Article II

ORGANIZATION

Section 2.1            Continuation. The General Partner, pursuant to the authority contained in Section 13.1(d)(i) of the First Amended and Restated Agreement, does hereby amend and restate the First Amended and Restated Agreement in its entirety, effective immediately following the Effective Time, to continue the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and to set forth the rights and obligations of the Partners and certain related matters hereto. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Section 2.2            Name. The name of the Partnership shall be “Enviva Partners, LP.” The Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “LP,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

Section 2.3            Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be located at 7272 Wisconsin Ave., Suite 1800, Bethesda, MD 20814, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 7272 Wisconsin Ave., Suite 1800, Bethesda, MD 20814, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Section 2.4            Purpose and Business. The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner, in its sole discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, (b) own, directly or indirectly, the General Partner and to exercise (including through one or more intermediaries) all the rights and powers of a member of the General Partner and (c) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve, and may, in its sole discretion, decline to propose or approve, the conduct by the Partnership Group of any business.

Section 2.5            Powers. The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.

Section 2.6            Term. The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

Section 2.7            Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership or one or more of the Partnership’s designated Affiliates as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Article III

RIGHTS OF LIMITED PARTNERS

Section 3.1            Limitation of Liability. The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

Section 3.2            Management of Business. No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. No action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall be considered participating in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) nor shall any such action affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.

Section 3.3            Outside Activities of the Limited Partners. Subject to the provisions of Section 7.6, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, each Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

Section 3.4            Rights of Limited Partners.

(a)            Each Limited Partner shall have the right, for a purpose that is reasonably related, as determined by the General Partner, to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense, to obtain:

(i)            true and full information regarding the status of the business and financial condition of the Partnership (provided that the requirements of this Section 3.4(a)(i) shall be satisfied if the Limited Partner is furnished the Partnership’s most recent annual report and any subsequent quarterly or periodic reports required to be filed (or which would be required to be filed) with the Commission pursuant to Section 13 of the Exchange Act);

(ii)           a current list of the name and last known business, residence or mailing address of each Record Holder; and

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(iii)           a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed.

(b)            The rights pursuant to Section 3.4(a) replace in their entirety any rights to information provided for in Section 17-305(a) of the Delaware Act and each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby agrees to the fullest extent permitted by law that they do not have any rights as Partners to receive any information either pursuant to Sections 17-305(a) of the Delaware Act or otherwise except for the information identified in Section 3.4(a).

(c)            The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential.

(d)            Notwithstanding any other provision of this Agreement or Section 17-305 of the Delaware Act, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby agrees to the fullest extent permitted by law that they do not have rights to receive information from the Partnership or any Indemnitee for the purpose of determining whether to pursue litigation or assist in pending litigation against the Partnership or any Indemnitee relating to the affairs of the Partnership except pursuant to the applicable rules of discovery relating to litigation commenced by such Person.

Article IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1            Certificates. Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise in respect of some or all of any or all classes of Partnership Interests, Partnership Interests shall not be evidenced by certificates. Any Certificates that are issued shall be executed on behalf of the Partnership by the Chairman of the Board, Chief Executive Officer, President or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the General Partner. No Certificate for a class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent for such class of Partnership Interests; provided, however, that if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Interests have been duly registered in accordance with the directions of the Partnership.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Section 4.2            Mutilated, Destroyed, Lost or Stolen Certificates.

(a)            If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests as the Certificate so surrendered.

(b)            The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:

(i)            makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;

(ii)           requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)          if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

(iv)         satisfies any other reasonable requirements imposed by the General Partner or the Transfer Agent.

If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.

(c)            As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3            Record Holders. The Partnership and the General Partner shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be (a) the Record Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and obligations of a Partner hereunder as, and to the extent, provided herein.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Section 4.4            Transfer Generally.

(a)            The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction by which the holder of a Partnership Interest assigns such Partnership Interest to another Person who is or becomes a Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b)            No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be, to the fullest extent permitted by law, null and void.

(c)            Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of any Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in such Partner and the term “transfer” shall not mean any such disposition.

Section 4.5            Registration and Transfer of Limited Partner Interests.

(a)            The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

(b)            The Partnership shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(c)            By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 4.5 and except as provided in Section 4.8, each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) acknowledges and agrees to the provisions of Section 10.1(a).

(d)            Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.7, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable.

(e)            The General Partner and its Affiliates shall have the right at any time to transfer Common Units to one or more Persons.

Section 4.6            Transfer of the General Partner’s General Partner Interest.

(a)            The General Partner may at its option transfer all or any part of its General Partner Interest without approval from any other Partner.

(b)            Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability under the Delaware Act of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest held by the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Section 4.7            Restrictions on Transfers.

(a)            Notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed).

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(b)            The General Partner may impose restrictions on the transfer of Partnership Interests if it determines, with the advice of counsel, that such restrictions are necessary or advisable to (i) avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of a majority of the Outstanding Limited Partner Interests of such class.

(c)            Nothing contained in this Agreement, other than Section 4.7(a), shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.

Section 4.8            Eligibility Certificates; Ineligible Holders.

(a)            If at any time the General Partner determines, with the advice of counsel, that:

(i)            the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of an adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “Rate Eligibility Trigger”); or

(ii)           the nationality, citizenship or other related status (or lack of proof thereof) of one or more Limited Partners (or type of Limited Partners) or their owners creates or is reasonably likely to create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest under any federal, state or local law or regulation (a “Citizenship Eligibility Trigger”);

then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their owners, as the General Partner determines to be necessary or appropriate to reduce the risk of occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partners and, to the extent relevant, their owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate the risk of cancellation or forfeiture of any properties or interests therein.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(b)            Such amendments may include provisions requiring all Partners to certify as to their (and their owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as Partners (any such required certificate, an “Eligibility Certificate”).

(c)            Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its owner) is not an Eligible Holder (an “Ineligible Holder”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder.

(d)            The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast.

(e)            Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind.

(f)            At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Section 4.9            Redemption of Partnership Interests of Ineligible Holders.

(a)            If at any time a Partner fails to furnish an Eligibility Certificate or other information requested within the period of time specified in amendments adopted pursuant to Section 4.8 or if upon receipt of such Eligibility Certificate, the General Partner determines, with the advice of counsel, that a Partner is an Ineligible Holder, the Partnership may, unless the Partner establishes to the satisfaction of the General Partner that such Partner is an Eligible Holder or has transferred his Limited Partner Interests to a Person who is an Eligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Partner as follows:

(i)            The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Partner, at his last address designated on the records of the Partnership or the Transfer Agent, as applicable, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender of the Certificate evidencing the Redeemable Interests) and that on and after the date fixed for redemption no further allocations or distributions to which the Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(ii)           The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Partnership Interests of the class to be so redeemed multiplied by the number of Partnership Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

(iii)          The Partner or his duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Partner at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank).

(iv)          After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.

(b)            The provisions of this Section 4.9 shall also be applicable to Partnership Interests held by a Partner as nominee of a Person determined to be an Ineligible Holder.

(c)            Nothing in this Section 4.9 shall prevent the recipient of a notice of redemption from transferring his Partnership Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Partnership Interest certifies to the satisfaction of the General Partner that he is an Eligible Holder. If the transferee fails to make such certification, such redemption will be effected from the transferee on the original redemption date.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Article V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1            Contributions by the General Partner and its Affiliates. The General Partner Interest is a non-economic management interest in the Partnership. From and after the Effective Time, the General Partner Interest shall represent only a non-economic management interest of the General Partner in the Partnership. Enviva Partners GP, LLC hereby continues as the general partner of the Partnership, and the Partnership is continued without dissolution.

Section 5.2            Interest and Withdrawal. No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon liquidation of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions.

Section 5.3            Capital Accounts.

(a)            The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions with respect to such Partnership Interest and (ii) all items of Partnership income and gain computed in accordance with Section 5.3(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made to the Partner with respect to such Partnership Interest, provided that the Capital Account of a Partner shall not be reduced by the amount of any distributions made with respect to Restricted Common Units held by such Partner and (y) all items of Partnership deduction and loss computed in accordance with Section 5.3(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

(b)            For purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that:

(i)            Solely for purposes of this Section 5.3, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by (x) any other Group Member that is classified as a partnership for U.S. federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for U.S. federal income tax purposes of which a Group Member is, directly or indirectly, a partner, member or other equity holder.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(ii)            All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.

(iii)          The computation of all items of income, gain, loss and deduction shall be made (x) except as otherwise provided in this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(m), without regard to any election under Section 754 of the Code that may be made by the Partnership, and (y) as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for U.S. federal income tax purposes.

(iv)          To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code (including pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

(v)           In the event the Carrying Value of Partnership property is adjusted pursuant to Section 5.3(d)(i), any Unrealized Gain resulting from such adjustment shall be treated as an item of gain and any Unrealized Loss resulting from such adjustment shall be treated as an item of loss.

(vi)          Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the property’s Carrying Value as of such date.

(vii)         Any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property or Adjusted Property shall be determined under the rules prescribed by Treasury Regulation Section 1.704-3(d) as if the adjusted basis of such property were equal to the Carrying Value of such property.

(viii)        The Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).

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Second Amended and Restated Agreement of Limited Partnership

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(c)           (i)             Except as otherwise provided in this Section 5.3(c), a transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

(d)           (i)             Consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(h)(2), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of a Noncompensatory Option, the issuance of Partnership Interests as consideration for the provision of services (including upon the lapse of a “substantial risk of forfeiture” with respect to a Restricted Common Unit), or the conversion of the General Partner Interest to Common Units pursuant to Section 11.3(b), the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property; provided, however, that in the event of the issuance of a Partnership Interest pursuant to the exercise of a Noncompensatory Option where the right to share in Partnership capital represented by such Partnership Interest differs from the consideration paid to acquire and exercise such option, the Carrying Value of each Partnership property immediately after the issuance of such Partnership Interest shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property and the Capital Accounts of the Partners shall be adjusted in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(s); provided further, however, that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, in the event of an issuance of a Noncompensatory Option to acquire a de minimis Partnership Interest or in the event of an issuance of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of the Partnership. If, upon the occurrence of a Revaluation Event described in this Section 5.3(d)(i), a Noncompensatory Option of the Partnership is outstanding, the Partnership shall adjust the Carrying Value of each Partnership property in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2). In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests (or, in the case of a Revaluation Event resulting from the exercise of a Noncompensatory Option, immediately after the issuance of the Partnership Interest acquired pursuant to the exercise of such Noncompensatory Option) shall be determined by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of individual properties, the General Partner may first determine an aggregate value for the assets of the Partnership that takes into account the current trading price of the Common Units, the fair market value of all other Partnership Interests at such time and the amount of Partnership Liabilities. The General Partner may allocate such aggregate value among the individual properties of the Partnership (in such manner as it determines appropriate). Absent a contrary determination by the General Partner, the aggregate fair market value of all Partnership assets (including, without limitation, cash or cash equivalents) immediately prior to a Revaluation Event shall be the value that would result in the Capital Account for each Common Unit that is Outstanding prior to such Revaluation Event being equal to the Event Issue Value.

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Second Amended and Restated Agreement of Limited Partnership

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(ii)            In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of a distribution other than one made pursuant to Section 12.4, be determined in the same manner as that provided in Section 5.3(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined by the Liquidator using such method of valuation as it may adopt.

Section 5.4             Issuances of Additional Partnership Interests and Derivative Instruments.

(a)           The Partnership may issue additional Partnership Interests and Derivative Instruments for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

(b)           Each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.4(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Interests), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Interest (including sinking fund provisions); (v) whether such Partnership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Interest will be issued, evidenced by Certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest.

(c)           The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Interests and Derivative Instruments pursuant to this Section 5.4, (ii) the conversion of the General Partner Interest into Units pursuant to the terms of this Agreement, (iii) reflecting admission of such additional Limited Partners in the books and records of the Partnership as the Record Holders of such Limited Partner Interests and (iv) all additional issuances of Partnership Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Interests being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Interests or in connection with the conversion of the General Partner Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading.

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Second Amended and Restated Agreement of Limited Partnership

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(d)           No fractional Units shall be issued by the Partnership.

Section 5.5             Limited Preemptive Right. Except as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created.

Section 5.6             Splits and Combinations.

(a)           The Partnership may make a distribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests. Upon any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event (subject to the effect of Section 5.6(d)), and any amounts calculated on a per Unit basis or stated as a number of Units shall be proportionately adjusted retroactive to the beginning of the Partnership.

(b)          Whenever such a distribution, subdivision or combination of Partnership Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice.

(c)           Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d)           The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.4(d) and this Section 5.6(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Section 5.7             Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-607 or 17-804 of the Delaware Act.

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Second Amended and Restated Agreement of Limited Partnership

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Section 5.8             Deemed Capital Contributions. To the extent that any Partner (or its Affiliate) performs services for the Partnership Group or incurs and pays any expense allocable to or on behalf of the Partnership Group and such Partner (a) elects not to seek payment for the services or reimbursement from the Partnership for such expense or (b) within five days of receiving reimbursement, returns the reimbursed funds to the Partnership, then the amount of any such reimbursable expense or foregone payment for services shall be treated as having been contributed to the Partnership by such Partner and immediately thereafter, the Partnership shall be treated as having incurred and paid such expense.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1             Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.3(b)) for each taxable period shall be allocated among the Partners as provided herein below. As set forth in the definition of “Outstanding,” Restricted Common Units shall not be considered to be Outstanding Common Units for purposes of this Section 6.1 and references herein to Unitholders holding Common Units shall be to such Unitholders solely with respect to their Common Units other than Restricted Common Units.

(a)           Net Income. Net Income for each taxable period (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Income for such taxable period) shall be allocated 100% to the Unitholders, Pro Rata.

(b)           Net Loss. Net Loss for each taxable period (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period) shall be allocated 100% to the Unitholders, Pro Rata.

(c)           Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period in the following order:

(i)             Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(c) with respect to such taxable period (other than an allocation pursuant to Section 6.1(c)(vi) and Section 6.1(c)(vii)). This Section 6.1(c)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

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Second Amended and Restated Agreement of Limited Partnership

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(ii)            Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(c), other than Section 6.1(c)(i) and other than an allocation pursuant to Section 6.1(c)(vi) and Section 6.1(c)(vii), with respect to such taxable period. This Section 6.1(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii)           Priority Allocations.

(A)            If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit for the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(c)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution.

(iv)          Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership gross income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant to this Section 6.1(c)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(c)(iv) were not in this Agreement.

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Second Amended and Restated Agreement of Limited Partnership

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(v)           Gross Income Allocation. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(c)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided for in this Section 6.1 have been tentatively made as if Section 6.1(c)(iv) and this Section 6.1(c)(v) were not in this Agreement.

(vi)          Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

(vii)         Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.

(viii)        Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated first, to any Partner that contributed property to the Partnership in proportion to and to the extent of the amount by which each such Partner’s share of any Section 704(c) built-in gains exceeds such Partner’s share of Nonrecourse Built-in Gain, and second, among the Partners Pro Rata.

(ix)           Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code (including pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution to a Partner in complete liquidation of such Partner’s interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) taken into account pursuant to Section 5.3, and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

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Second Amended and Restated Agreement of Limited Partnership

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(x)            Economic Uniformity; Changes in Law. For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof) that are publicly traded as a single class, the General Partner shall (1) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (2) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (3) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(c)(x) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Outstanding Limited Partner Interests or the Partnership.

(xi)           Curative Allocation.

(A)            Notwithstanding any other provision of this Section 6.1 (other than the Required Allocations), the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. In exercising its discretion under this Section 6.1(c)(xi)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(c)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners.

(B)            The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(c)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(c)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

Section 6.2             Allocations for Tax Purposes.

(a)           Except as otherwise provided herein, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

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Second Amended and Restated Agreement of Limited Partnership

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(b)           In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the Partners in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(c)(x)); provided, that in all events the General Partner shall apply the “remedial allocation method” in accordance with the principles of Treasury Regulation Section 1.704-3(d).

(c)           The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.

(d)           In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

(e)           All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

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Second Amended and Restated Agreement of Limited Partnership

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(f)            Each item of Partnership income, gain, loss and deduction shall, for U.S. federal income tax purposes, be determined for each taxable period and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of each month; provided, however, such items for the period beginning on the Closing Date and ending on the last day of the month in which the Closing Date occurs shall be allocated to the Partners (including all Persons who acquire Units pursuant to the Drop Merger Agreement) as of the closing of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the last Business Day of the next succeeding month; and provided, further, that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

(g)           Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.

(h)           If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the General Partner shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Section 6.3             Distributions; Characterization of Distributions; Distributions to Record Holders.

(a)           The General Partner has adopted a cash distribution policy, which it may change from time to time without amendment to this Agreement. Distributions will be made as and when declared by the General Partner.

(b)           All distributions required to be made under this Agreement or otherwise made by the Partnership shall be made subject to Sections 17-607 and 17-804 of the Delaware Act.

(c)           In the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

(d)           Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

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Second Amended and Restated Agreement of Limited Partnership

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Article VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1          Management.

(a)            The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

(i)             the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations;

(ii)            the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(iii)           the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV);

(iv)           the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;

(v)           the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

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(vi)          the distribution of cash or cash equivalents by the Partnership;

(vii)         the selection, employment, retention and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;

(viii)        the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;

(ix)           the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time);

(x)            the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;

(xi)           the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(xii)          the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange;

(xiii)         the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments;

(xiv)         the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and

(xv)          the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership.

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(b)            Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Drop Merger Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Section 7.2             Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

Section 7.3             Certificate of Limited Partnership. The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Partner.

Section 7.4             Restrictions on the General Partner’s Authority. Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

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Second Amended and Restated Agreement of Limited Partnership

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Section 7.5             Reimbursement of the General Partner.

(a)           The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person (including Affiliates of the General Partner) to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7.

(b)           The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee of such management fee or fees exceeds the amount of such fee or fees.

(c)           The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership benefit plans, programs and practices (including plans, programs and practices involving the issuance of Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any benefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates, any Group Member or their Affiliates, or any of them, in each case for the benefit of employees, officers, consultants and directors of the General Partner or its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees, officers, consultants and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates, from the Partnership or otherwise, to fulfill awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.5(a). Any and all obligations of the General Partner under any benefit plans, programs or practices adopted by the General Partner as permitted by this Section 7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

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Second Amended and Restated Agreement of Limited Partnership

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Section 7.6             Outside Activities.

(a)           The General Partner, for so long as it is the General Partner of the Partnership, shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (i) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement, (ii) the acquiring, owning or disposing of debt securities or equity interests in any Group Member or (iii) the direct or indirect provision of management, advisory, and administrative services to its Affiliates or to other Persons.

(b)           Each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member. No such business interest or activity shall constitute a breach of this Agreement, any fiduciary or other duty existing at law, in equity or otherwise, or obligation of any type whatsoever to the Partnership or other Group Member, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement.

(c)           Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted Person (including the General Partner). No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to any Group Member, and such Unrestricted Person (including the General Partner) shall not be liable to the Partnership or other Group Member, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement for breach of any fiduciary or other duty existing at law, in equity or otherwise by reason of the fact that such Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not communicate such opportunity or information to any Group Member.

(d)           The General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the Closing Date and, except as otherwise expressly provided in Section 7.11, shall be entitled to exercise, at their option, all rights relating to all Units or other Partnership Interests acquired by them.

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Section 7.7             Indemnification.

(a)           To the fullest extent permitted by law, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in Bad Faith or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

(b)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is entitled to be indemnified pursuant to Section 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7.

(c)           The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d)           The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates, the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)           For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership.

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(f)            In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h)            The provisions of this Section 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i)            No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.8          Limitation of Liability of Indemnitees.

(a)            Notwithstanding anything to the contrary set forth in this Agreement, any Group Member Agreement, or under the Delaware Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Partnership, to another Partner, to any other Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Partnership, the other Partners, any other Persons who acquire an interest in a Partnership Interest or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or with respect to any criminal conduct, with the knowledge that its conduct was unlawful.

(b)            The General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner if such appointment was not made in Bad Faith.

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(c)            To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership, to the Partners, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership, to any Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement for its reliance on the provisions of this Agreement.

(d)            Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9          Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.

(a)            Whenever the General Partner, acting in its capacity as the general partner of the Partnership, or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee) or any Affiliates of the General Partner cause the General Partner to make a determination or take or omit to take any action in such capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the General Partner, the Board of Directors, such committee or such Affiliates, shall not make such determination, or take or omit to take such action, in Bad Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or of any Affiliates of the General Partner, will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.

(b)            Whenever the General Partner makes a determination or takes or omits to take any action, or any of its Affiliates causes it to do so, not acting in its capacity as the general partner of the Partnership, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then the General Partner, or such Affiliates causing it to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or omit to take such action free of any fiduciary duty or duty of Good Faith, or other duty or obligation existing at law, in equity or otherwise whatsoever to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, and the General Partner, or such Affiliates causing it to do so, shall not, to the fullest extent permitted by law, be required to act in Good Faith or pursuant to any fiduciary or other duty or standard imposed by this Agreement, any Group Member Agreement or any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

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(c)            For purposes of Sections 7.9(a) and (b) of this Agreement, “acting in its capacity as the general partner of the Partnership” means and is solely limited to, the General Partner exercising its authority as a general partner under this Agreement, other than when it is “acting in its individual capacity.” For purposes of this Agreement, “acting in its individual capacity” means: (i) any action by the General Partner or its Affiliates other than through the exercise of the General Partner of its authority as a general partner under this Agreement; and (ii)  any action or inaction by the General Partner by the exercise (or failure to exercise) of its rights, powers or authority under this Agreement that are modified by: (A) the phrase “at the option of the General Partner,” (B) the phrase “in its sole discretion” or “in its discretion” or (iii) some variation of the phrases set forth in clauses (i) and (ii). For the avoidance of doubt, whenever the General Partner votes, acquires Partnership Interests or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be and be deemed to be “acting in its individual capacity.”

(d)            Whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member or any Partner, any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement on the other hand, the General Partner may in its discretion (i)submit any resolution, course of action with respect to or causing such conflict of interest or transaction for Special Approval or for approval by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner or its Affiliates) or (ii) adopt a resolution or course of action that has not received Special Approval or Unitholder approval. The General Partner is not required in connection with its resolution of any conflict of interest to seek Special Approval or Unitholder approval of such resolution and may determine not to do so in its sole discretion. If any resolution, course of action or transaction: (A) receives Special Approval; or (B) receives approval of a majority of the Common Units (excluding Common Units owned by the General Partner or its Affiliates), then such resolution, course of action or transaction shall be conclusively deemed to be approved by the Partnership, all the Partners, each Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any fiduciary or other duty or obligation existing at law, in equity or otherwise.

(e)            Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates or any other Indemnitee shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts or transactions shall be in its sole discretion.

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(f)            The Partners, and each Person who acquires an interest in a Partnership Interest or is otherwise bound by this Agreement hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

(g)            For the avoidance of doubt, whenever the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee), the officers of the General Partner or any Affiliates of the General Partner make a determination on behalf of the General Partner, or cause the General Partner to take or omit to take any action, whether in the General Partner’s capacity as the general partner of the Partnership or in its individual capacity, the standards of care applicable to the General Partner shall apply to such Persons, and such Persons shall be entitled to all benefits and rights of the General Partner hereunder, including waivers and modifications of duties, protections and presumptions, as if such Persons were the General Partner hereunder.

Section 7.10          Other Matters Concerning the General Partner.

(a)            The General Partner may rely, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b)            The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in Good Faith and in accordance with such advice or opinion.

(c)            The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its or the Partnership’s duly authorized officers, a duly appointed attorney or attorneys-in-fact.

Section 7.11          Purchase or Sale of Partnership Interests. The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests. As long as any Partnership Interests are held by any Group Member, such Partnership Interests shall not be entitled to any vote and shall not be considered to be Outstanding.

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Second Amended and Restated Agreement of Limited Partnership

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Section 7.12          Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available to such Person or Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Article VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1          Records and Accounting. The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or other Partnership Interests, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. The Partnership shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based measures, by making such adjustments to its accrual basis books to account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate.

Section 8.2          Fiscal Year. The fiscal year of the Partnership shall be a fiscal year ending December 31.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Section 8.3          Reports.

(a)            As soon as practicable, but in no event later than 105 days after the close of each fiscal year of the Partnership, the General Partner shall cause to be mailed or made available, by any reasonable means, to each Record Holder of a Unit or other Partnership Interest as of a date selected by the General Partner, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selected by the General Partner, and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.

(b)            As soon as practicable, but in no event later than 50 days after the close of each Quarter except the last Quarter of each fiscal year, the General Partner shall cause to be mailed or made available, by any reasonable means to each Record Holder of a Unit or other Partnership Interest, as of a date selected by the General Partner, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.

(c)            The General Partner shall be deemed to have made a report available to each Record Holder as required by this Section 8.3 if it has either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Partnership.

Article IX

TAX MATTERS

Section 9.1      Tax Returns and Information. The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and the taxable period or year that it is required by law to adopt, from time to time, as determined by the General Partner. If the Partnership is required to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal, state and local income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for U.S. federal income tax purposes.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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Section 9.2          Tax Elections.

(a)            The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest Closing Price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(f) without regard to the actual price paid by such transferee.

(b)            Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by the Code.

Section 9.3          Tax Controversies.

(a)            Subject to the provisions hereof, the General Partner (or its designee) is designated as the Tax Matters Partner (as defined in Section 6231(a)(7) of the Code as in effect prior to the enactment of the Bipartisan Budget Act of 2015), and the Partnership Representative (as defined in Section 6223 of the Code following the enactment of the Bipartisan Budget Act of 2015 or under any applicable state or local law providing for an analogous capacity), and is authorized to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. In its capacity as Partnership Representative, the General Partner shall exercise any and all authority of the Partnership Representative, including, without limitation, (i) binding the Partnership and its Partners with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code or an analogous election under state or local law, which election permits the Partnership to pass any partnership adjustment through to the Persons who were Partners of the Partnership in the year to which the adjustment relates and irrespective of whether such Persons are Partners of the Partnership at the time such election is made. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably requested by the General Partner in its capacity as the Tax Matters Partner or Partnership Representative. For Partners that are not tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the General Partner’s discretion to seek modifications of an imputed underpayment, this cooperation includes (i) filing amended federal, state or local tax returns, paying any additional tax (including interest, penalties and other additions to tax), and providing the General Partner with an affidavit swearing to relevant facts (all within the requisite time periods), and (ii) providing any other information requested by the General Partner in order to seek modifications of an imputed underpayment. For Partners that are tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the General Partner’s discretion to seek modifications of an imputed underpayment, this cooperation includes providing the General Partner with information necessary to establish any such Partner’s tax-exempt status. This agreement to cooperate applies irrespective of whether such Persons are Partners of the Partnership at the time of the requested cooperation.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(b)            Each Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been given or made by the General Partner if the Partnership has either (i) filed the information for which notice is required with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on such system or (ii) made the information for which notice is required available on any publicly available website maintained by the Partnership, whether or not such Partner remains a Partner in the Partnership at the time such information is made publicly available. Notwithstanding anything herein to the contrary, nothing in this provision shall obligate the Partnership Representative to provide notice to the Partners other than as required by the Code.

(c)            The General Partner may amend the provisions of this Agreement as it determines appropriate to satisfy any requirements, conditions or guidelines set forth in any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle F of the Code or any analogous provisions of the laws of any state or locality, or the promulgation of regulations or publication of other administrative guidance thereunder.

Section 9.4          Withholding and Other Tax Payments by the Partnership.

(a)            The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners as a distribution of cash to such Partners, as a general expense of the Partnership, or as indemnifiable payments made by the Partnership on behalf of the Partners or former Partners (as provided in Section 9.4(c)), as determined appropriate under the circumstances by the General Partner.

(b)            Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 or Section 12.4(c) in the amount of such withholding from such Partner.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(c)            If the Partnership pays an imputed underpayment under Section 6225 of the Code and/or any analogous provision of the laws of any state or locality, the General Partner may require that some or all of the Partners of the Partnership in the year to which the underpayment relates indemnify the Partnership for their allocable share of that underpayment (including interest, penalties and other additions to tax). This indemnification obligation shall not apply to a Partner to the extent that (i) the Partnership received a modification of the imputed underpayment under Section 6225(c)(2) of the Code (or any analogous provision of state or local law) due to the Partner’s filing of amended tax returns and payment of any resulting tax (including interest, penalties and other additions to tax), (ii) the Partner is a tax-exempt entity (as defined in Section 168(h)(2) of the Code) and either the Partnership received a modification of the imputed underpayment under Section 6225(c)(3) of the Code (or any analogous provision of state or local law) because of such Partner’s status as a tax-exempt entity or the Partnership did not make a good faith effort to obtain a modification of the imputed underpayment due to such Partner’s status as a tax-exempt entity or (iii) the Partnership received a modification of the imputed underpayment under Section 6225(c)(4)-(6) of the Code (or any analogous provision of state or local law) as a result of other information that was either provided by the Partner or otherwise available to the Partnership with respect to the Partner. This indemnification obligation imposed on Partners, including former Partners, applies irrespective of whether such Persons are Partners of the Partnership at the time the Partnership pays the imputed underpayment.

Article X

ADMISSION OF PARTNERS

Section 10.1          Admission of Limited Partners.

(a)            By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation or conversion pursuant to Article XIV, and except as provided in Section 4.8, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer or issuance is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred or issued, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Holder shall be determined in accordance with Section 4.8.

(b)            The name and mailing address of each Record Holder shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable).

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

49

(c)            Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(a).

Section 10.2          Admission of Successor General Partner. A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

Section 10.3          Amendment of Agreement and Certificate of Limited Partnership. To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership.

Article XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1          Withdrawal of the General Partner.

(a)            The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”);

(i)            The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;

(ii)            The General Partner is removed pursuant to Section 11.2;

(iii)            The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A) - (C) of this Section 11.1(a)(iii); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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(iv)            A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or

(v)            (A) if the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) if the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) if the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; and (D) if the General Partner is a natural person, his death or adjudication of incompetency.

If an Event of Withdrawal specified in Section 11.1(a)(iii), (iv) or Section 11.1(a)(v)(A), (B), or (C) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.

(b)            Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm, prevailing Eastern Time, on March 31, 2025, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided, that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Eastern Time, on March 31, 2025, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), a Unit Majority may, prior to the effective date of such withdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the effective date of the General Partner’s withdrawal pursuant to Section 11.1(a)(i), a successor is not selected by the Unitholders as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1 unless the business of the Partnership is continued pursuant to Section 12.2. Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.2.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

51

Section 11.2          Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the Outstanding Common Units, voting as a class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Section 11.3          Interest of Departing General Partner and Successor General Partner.

(a)            In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest in exchange for an amount in cash equal to the fair market value of such General Partner Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the General Partner Interest for such fair market value of such General Partner Interest. In either case, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.5, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

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For purposes of this Section 11.3(a), the fair market value of the General Partner Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the General Partner Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the value of the Units, including the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the General Partner Interest and other factors it may deem relevant.

(b)            If the General Partner Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (and its Affiliates, if applicable) shall become a Limited Partner and the General Partner Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest to Common Units will be characterized as if the Departing General Partner (and its Affiliates, if applicable) contributed the General Partner Interest to the Partnership in exchange for the newly issued Common Units.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

53

(c)            If a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

Section 11.4          Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

Article XII

DISSOLUTION AND LIQUIDATION

Section 12.1          Dissolution. The Partnership shall not be dissolved by the admission of additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1, Section 11.2 or Section 12.2, the Partnership shall not be dissolved and such successor General Partner is hereby authorized to, and shall, continue the business of the Partnership. Subject to Section 12.2, the Partnership shall dissolve, and its affairs shall be wound up, upon:

(a)            an Event of Withdrawal of the General Partner as provided in Section 11.1(a) unless a successor is elected and such successor is admitted to the Partnership pursuant to this Agreement;

(b)            an election to dissolve the Partnership by the General Partner that is approved by a Unit Majority;

(c)            the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or

(d)            at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

54

Section 12.2          Continuation of the Business of the Partnership After Dissolution. Upon (a) an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (ii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then within 90 days thereafter, or (b) an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iii), (iv) or (v), then, to the maximum extent permitted by law, within 180 days thereafter, a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

(i)            the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;

(ii)            if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and

(iii)            the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement;

provided, that the right of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability under the Delaware Act of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

Section 12.3          Liquidator. Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of a majority of the Outstanding Common Units, voting as a single class. The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of a majority of the Outstanding Common Units, voting as a single class. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of a majority of the Outstanding Common Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership as provided for herein.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

55

Section 12.4       Liquidation. The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following:

(a)            The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.

(b)            Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

(c)            All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable period of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence).

Section 12.5      Cancellation of Certificate of Limited Partnership. Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

56

Section 12.6       Return of Contributions. The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

Section 12.7      Waiver of Partition. To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.

Section 12.8       Capital Account Restoration. No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable period of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

Article XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1       Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a)          a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;

(b)            admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;

(c)           a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for U.S. federal income tax purposes;

(d)            a change that the General Partner determines (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.6 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

57

(e)           a change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership;

(f)          an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g)           an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests and Derivative Instruments pursuant to Section 5.4;

(h)            any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;

(i)            an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;

(j)            an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4 or Section 7.1(a);

(k)            a merger, conveyance or conversion pursuant to Section 14.3(d); or

(l)            any other amendments substantially similar to the foregoing.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

58

Section 13.2      Amendment Procedures. Amendments to this Agreement may be proposed only by the General Partner. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion. An amendment shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 or 13.3, a Unit Majority, unless a greater or different percentage is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any amendments. The General Partner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has either (a) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (b) made such amendment available on any publicly available website maintained by the Partnership.

Section 13.3      Amendment Requirements.

(a)            Notwithstanding the provisions of Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable.

(b)          Notwithstanding the provisions of Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), or (ii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld at its option.

(c)            Except as provided in Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

59

(d)            Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Percentage Interests of all Limited Partners voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable partnership law of the state under whose laws the Partnership is organized.

(e)            Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the General Partner and its Affiliates) holding at least 90% of the Percentage Interests of all Limited Partners.

Section 13.4      Special Meetings. All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating the specific purposes for which the special meeting is to be called and the class or classes of Units for which the meeting is proposed. No business may be brought by any Limited Partner before such special meeting except the business listed in the related request. Within 60 days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than 10 days nor more than 60 days after the time notice of the meeting is given as provided in Section 15.1. Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business.

Section 13.5      Notice of a Meeting. Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 15.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

Section 13.6      Record Date. For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading or U.S. federal securities laws, in which case the rule, regulation, guideline or requirement of such National Securities Exchange or U.S. federal securities laws shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals. If the General Partner does not set a Record Date, then (i) the Record Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (ii) the Record Date for determining the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the Partnership in care of the General Partner in accordance with Section 13.11.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

60

Section 13.7      Postponement and Adjournment. Prior to the date upon which any meeting of Limited Partners is to be held, the General Partner may postpone such meeting one or more times for any reason by giving notice to each Limited Partner entitled to vote at the meeting so postponed of the place, date and hour at which such meeting would be held. Such notice shall be given not fewer than two days before the date of such meeting and otherwise in accordance with this Article XIII. When a meeting is postponed, a new Record Date need not be fixed unless such postponement shall be for more than 45 days. Any meeting of Limited Partners may be adjourned by the General Partner one or more times for any reason, including the failure of a quorum to be present at the meeting with respect to any proposal or the failure of any proposal to receive sufficient votes for approval. No Limited Partner vote shall be required for any adjournment. A meeting of Limited Partners may be adjourned by the General Partner as to one or more proposals regardless of whether action has been taken on other matters. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.

Section 13.8      Waiver of Notice; Approval of Meeting; Approval of Minutes. The transaction of business at any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

61

Section 13.9      Quorum and Voting. The holders of a majority, by Percentage Interest, of Partnership Interests of the class or classes for which a meeting has been called (including Partnership Interests deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Partners of such class or classes unless any such action by the Partners requires approval by holders of a greater Percentage Interest, in which case the quorum shall be such greater Percentage Interest. At any meeting of the Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of holders of Partnership Interests that, in the aggregate, represent a majority of the Percentage Interest of those present in person or by proxy at such meeting shall be deemed to constitute the act of all Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the holders of Partnership Interests that in the aggregate represent at least such greater or different percentage shall be required; provided, however, that if, as a matter of law or provision of this Agreement, approval by plurality vote of Partners (or any class thereof) is required to approve any action, no minimum quorum shall be required. The Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by holders of the required Percentage Interest specified in this Agreement.

Section 13.10      Conduct of a Meeting. The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

Section 13.11      Action Without a Meeting. If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting, without a vote and without prior notice, if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage, by Percentage Interest, of the Partnership Interests of the class or classes for which a meeting has been called (including Partnership Interests deemed owned by the General Partner), as the case may be, that would be necessary to authorize or take such action at a meeting at which all the Limited Partners entitled to vote at such meeting were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that any written ballot submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by the Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the General Partner and (b) an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing the rights, duties and liabilities of the Partnership and the Partners. Nothing contained in this Section 13.11 shall be deemed to require the General Partner to solicit all Limited Partners in connection with a matter approved by the holders of the requisite percentage of Units acting by written consent without a meeting.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

62

Section 13.12      Right to Vote and Related Matters.

(a)            Only those Record Holders of the Outstanding Units on the Record Date set pursuant to Section 13.6 shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

(b)           With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

Article XIV

MERGER OR CONSOLIDATION

Section 14.1      Authority. The Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States, pursuant to a written plan of merger or consolidation (“Merger Agreement”) in accordance with this Article XIV.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

63

Section 14.2      Procedure for Merger or Consolidation.

(a)            Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger or consolidation, may act in its sole discretion.

(b)           If the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

(i)           the name and jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;

(ii)          the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);

(iii)         the terms and conditions of the proposed merger or consolidation;

(iv)         the manner and basis of exchanging or converting the equity interests of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity; and (A) if any interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity, then the cash, property or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;

(v)          a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi)         the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain and stated in the certificate of merger); and

(vii)        such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

64

Section 14.3      Approval by Limited Partners.

(a)           Except as provided in Section 14.3(d) and 14.3(e), the General Partner, upon its approval of the Merger Agreement shall direct that the Merger Agreement and the merger or consolidation contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

(b)            Except as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement.

(c)            Except as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement.

(d)            Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the merger or conveyance, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already treated as such), (ii) the sole purpose of such merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained.

(e)           Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (i) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already treated as such), (ii) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (iii) the Partnership is the Surviving Business Entity in such merger or consolidation, (iv) each Partnership Interest outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Partnership Interest of the Partnership after the effective date of the merger or consolidation, and (v) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests outstanding immediately prior to the effective date of such merger or consolidation.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

65

(f)            Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (i) effect any amendment to this Agreement or (ii) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

Section 14.4      Certificate of Merger. Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

Section 14.5      Effect of Merger or Consolidation.

(a)            At the effective time of the certificate of merger:

(i)         all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity;

(ii)          the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(iii)         all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(iv)       all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

 Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership

66

Article XV

GENERAL PROVISIONS

Section 15.1      Addresses and Notices; Written Communications.

(a)            Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner at the address described below. Any notice, payment or report to be given or made to a Partner hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Partnership Interests at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who may have an interest in such Partnership Interests by reason of any assignment or otherwise. Notwithstanding the foregoing, if (i) a Partner shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 15.1 executed by the General Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made in accordance with the provisions of this Section 15.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery mail service outside the United States), any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change in his address) or other delivery if they are available for the Partner at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the other Partners. Any notice to the Partnership shall be deemed given if sent to the attention of the General Partner and received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying on any notice or other document from a Partner or other Person if believed by it to be genuine.

(b)         The terms “in writing”, “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.

Section 15.2      Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

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Section 15.3      Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.4       Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 15.5      Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 15.6       Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.7       Third-Party Beneficiaries. Each Partner agrees that (a) any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee and (b) any Unrestricted Person shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Unrestricted Person.

Section 15.8       Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Limited Partner Interest, pursuant to Section 10.1(a) without execution hereof.

Section 15.9        Applicable Law; Forum; Venue and Jurisdiction Waiver of Trial by Jury.

(a)            This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b)          Each of the Partners and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise):

(i)         irrevocably agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among Partners or of Partners to the Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership), (B) brought in a derivative manner on behalf of the Partnership, (C) asserting a claim of breach of a fiduciary or other duty owed by any director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to the Partnership or the Partners, (D) asserting a claim arising pursuant to any provision of the Delaware Act or (E) asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction), in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims;

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(ii)          irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction) in connection with any such claim, suit, action or proceeding;

(iii)         agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv)         expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding;

(v)          consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in this clause (v) shall affect or limit any right to serve process in any other manner permitted by law; and

(vi)         IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY SUCH CLAIM, SUIT, ACTION OR PROCEEDING.

Section 15.10      Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and/or parts thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 15.11      Consent of Partners. Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

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Section 15.12      Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on Certificates representing Units is expressly permitted by this Agreement.

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IN WITNESS WHEREOF, the General Partner has executed this Agreement as of the date first written above.

GENERAL PARTNER:
Enviva Partners GP, LLC
By:	/s/ Jason E. Paral
Name:	Jason E. Paral
Title:	Vice President, Associate General Counsel and Secretary

Signature Page

Enviva Partners, LP
Second Amended and Restated Agreement of Limited Partnership 

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENVIVA PARTNERS GP, LLC

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.1	Definitions	1
Section 1.2	Construction	4

ARTICLE II ORGANIZATION

Section 2.1	Formation	4
Section 2.2	Name	4
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	5
Section 2.4	Purpose and Business	5
Section 2.5	Powers	5
Section 2.6	Term	6
Section 2.7	Title to Company Assets	6

ARTICLE III RIGHTS OF SOLE MEMBER

Section 3.1	Voting	6
Section 3.2	Distributions	6

ARTICLE IV CAPITAL CONTRIBUTIONS;
NATURE OF MEMBERSHIP INTEREST

Section 4.1	Initial Capital Contributions	6
Section 4.2	Additional Capital Contributions	7
Section 4.3	Fully Paid and Non-Assessable Nature of Membership Interests	7

ARTICLE V MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1	Establishment of the Board	7
Section 5.2	The Board; Delegation of Authority and Duties	7
Section 5.3	Term of Office	8
Section 5.4	Meetings of the Board and Committees	8
Section 5.5	Voting	9
Section 5.6	Authority of the Board and the Officers	9
Section 5.7	Devotion of Time	10
Section 5.8	Certificate of Formation	10
Section 5.9	Benefit Plans	10
Section 5.10	Indemnification	10
Section 5.11	Limitation of Liability of Indemnitees	12
Section 5.12	Reliance by Third Parties	13
Section 5.13	Other Business of Members	13

ARTICLE VI OFFICERS

Section 6.1	Officers	14
Section 6.2	Compensation	16

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ARTICLE VII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 7.1	Records and Accounting	16
Section 7.2	Bank Accounts	16

ARTICLE VIII DISSOLUTION AND LIQUIDATION

Section 8.1	Dissolution	16
Section 8.2	Effect of Dissolution	17
Section 8.3	Application of Proceeds	17

ARTICLE IX GENERAL PROVISIONS

Section 9.1	Addresses and Notices	17
Section 9.2	Creditors	18
Section 9.3	Applicable Law	18
Section 9.4	Invalidity of Provisions	18
Section 9.5	Venue	18
Section 9.6	Third Party Beneficiaries	19
Section 9.7	Amendments	19

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SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

ENVIVA PARTNERS GP, LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENVIVA PARTNERS GP, LLC, a Delaware limited liability company (the “Company”), dated as of October 14, 2021, is entered into by Enviva MLP Holdco, LLC, a Delaware limited liability company, as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”), and Riverstone Echo Continuation Holdings, L.P., a Delaware limited partnership (“Echo Continuation) and Riverstone Echo Rollover Holdings, L.P. (“Echo Rollover,” together with Echo Continuation, “Riverstone Echo Funds”).

RECITALS:

WHEREAS, the Company was previously governed by that certain First Amended and Restated Limited Liability Company Agreement dated as of May 4, 2015 (the “First A&R Agreement”); and

WHEREAS, the Sole Member now desires to amend and restate the First A&R Agreement in its entirety by executing this Second Amended and Restated Limited Liability Company Agreement.

NOW THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the Sole Member and the Riverstone Echo Funds hereby enter into this Agreement:

ARTICLE I
DEFINITIONS

Section 1.1       Definitions

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

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

“Agreement” means this Second Amended and Restated Limited Liability Company Agreement of Enviva Partners GP, LLC, as it may be amended, supplemented or restated from time to time. The Agreement constitutes a “limited liability company agreement” as such term is defined in the Act.

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“Bad Faith” means, with respect to any determination, action or omission, of any Person, board or committee, that such Person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of the Company.

“Board” has the meaning assigned to such term in Section 5.1.

“Capital Contribution” means any cash, cash equivalents or the value of Contributed Property contributed to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.1, as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Chairman” has the meaning assigned to such term in Section 5.1.

“Company” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Company Group” means the Company and any Subsidiary of the Company, treated as a single consolidated entity.

“Contributed Property” means each property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed to the Company.

“Directors” has the meaning assigned to such term in Section 5.1.

“Echo Continuation” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Echo Rollover” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Enviva Holdings” means Enviva Holdings, LP, a Delaware limited partnership, and owner of 100% of the equity interests of the Sole Member.

“First A&R Agreement” has the meaning assigned to such term in the Recitals of this Agreement.

“Group Member” means a member of the Company Group.

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“Group Member Agreement” means the partnership agreement of any Group Member that is a limited or general partnership, the limited liability company agreement of any Group Member, other than the Company, that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Indemnitee” means (a) the Sole Member; (b) the Riverstone Echo Funds, or their Affiliates, in their capacities as parties to this Agreement, (c) any Person who is or was an Affiliate of the Company; (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee of the Company, any Group Member or the Partnership; (e) any Director and any Person who is or was a Director or otherwise serving at the request of the Board as a member, partner, director, officer, fiduciary or trustee of another Person, in each case, acting in such capacity, provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and (f) any Person the Company designates as an “Indemnitee” for purposes of this Agreement.

“Independent Director” has the meaning assigned to such term in Section 5.2(c)(ii).

“Membership Interest” means all of the Sole Member’s rights and interest in the Company in the Sole Member’s capacity as the Sole Member, all as provided in the Certificate of Formation, this Agreement and the Act, including the Sole Member’s interest in the capital, income, gain, deductions, losses and credits of the Company.

“Officer” has the meaning given to such term in Section 6.1(a).

“Partners” has the meaning assigned to such term in the Partnership Agreement.

“Partnership” means Enviva Partners, LP, a Delaware limited partnership.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as it may be amended, supplemented or restated from time to time.

“Partnership Interest” means an interest in the Partnership, which shall include any general partner interest and limited partner interests but shall exclude any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

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“Riverstone Echo Funds” means Echo Continuation and Echo Rollover.

“Sole Member” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general partner of such partnership, but only if such Person, directly or by one or more Subsidiaries of such Person, or a combination thereof, controls such partnership, directly or indirectly, at the date of determination or (c) any other Person in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

Section 1.2             Construction

(a)            Unless the context requires otherwise: (i) capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Partnership Agreement; (ii) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (iii) references to Articles and Sections refer to Articles and Sections of this Agreement; and (iv) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

(b)            A reference to any Person includes such Person’s successors and permitted assigns.

ARTICLE II
ORGANIZATION

Section 2.1            Formation

On November 12, 2013, Enviva Holdings formed the Company as a limited liability company pursuant to the provisions of the Act by virtue of the filing of the Certificate of Formation with the Secretary of State of the State of Delaware.

Section 2.2            Name

The name of the Company shall be “Enviva Partners GP, LLC”. The Company’s business may be conducted under any other name or names deemed necessary or appropriate by the Board in its discretion, including, if consented to by the Board, the name of the Partnership. The words “Limited Liability Company,” “L.L.C.” or “LLC” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The Board in its discretion may change the name of the Company at any time and from time to time and shall promptly notify the Sole Member of such change.

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Section 2.3            Registered Office; Registered Agent; Principal Office; Other Offices

Unless and until changed by the Board, the registered office of the Company in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Company shall be located at 7272 Wisconsin Ave., Suite 1800, Bethesda, MD 20814, or such other place as the Board may at any time and from time to time designate. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Board deems necessary or appropriate.

Section 2.4            Purpose and Business

The purpose and nature of the business to be conducted by the Company shall be to (a) serve as the general partner of the Partnership and, in connection therewith, to exercise all rights conferred upon the Company as the general partner of the Partnership in accordance with the Partnership Agreement; (b) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that the Company is permitted to engage in and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity; (c) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Sole Member and that lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity; (d) guarantee, mortgage, pledge or encumber any or all of its assets in connection with any indebtedness of any Affiliate of the Company and (e) do anything necessary or appropriate to effect the foregoing, including the making of capital contributions or loans to a Group Member, the Partnership or any Subsidiary of the Partnership.

Section 2.5            Powers

The Company shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable or convenient for, or incidental to, the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Company.

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Section 2.6            Term

The term of the Company commenced upon the filing of the Certificate of Formation in accordance with the Act and shall continue in existence in perpetuity or until the dissolution of the Company in accordance with the provisions of Article VIII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Act.

Section 2.7            Title to Company Assets

Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

ARTICLE III
RIGHTS OF SOLE MEMBER

Section 3.1            Voting

Unless otherwise granted to the Board by this Agreement and except with respect to the matters specified in Article V, the Sole Member shall possess the entire voting interest in all matters relating to the Company, including matters relating to the amendment of this Agreement, any merger, consolidation or conversion of the Company, sale of all or substantially all of the assets of the Company and the termination, dissolution and liquidation of the Company.

Section 3.2            Distributions

(a)            Distributions by the Company of cash or other property shall be made to the Sole Member at such time as the Sole Member deems appropriate.

(b)           Distributions by the Company shall not be made without the consent of each of the Riverstone Echo Funds if such distribution shall have the effect of causing the Company to cease to be the general partner of the Partnership. Such consent shall be evidenced by delivery of a written instrument to the Company duly executed by each of the Riverstone Echo Funds.

ARTICLE IV
CAPITAL CONTRIBUTIONS;
NATURE OF MEMBERSHIP INTEREST

Section 4.1            Initial Capital Contributions

On November 12, 2013, in connection with the formation of the Company, Enviva Holdings made a contribution to the capital of the Company in the amount of $1,000 in exchange for all of the Membership Interests. On April 9, 2015, Enviva Holdings contributed all of the Membership Interests to the Sole Member.

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Section 4.2            Additional Capital Contributions

The Sole Member shall not be obligated to make additional Capital Contributions to the Company.

Section 4.3            Fully Paid and Non-Assessable Nature of Membership Interests

All Membership Interests issued pursuant to, and in accordance with, the requirements of this Article IV shall be fully paid and non-assessable Membership Interests, except as such non-assessability may be affected by Sections 18-303, 18-607 or 18-804 of the Act.

ARTICLE V
MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1            Establishment of the Board

The number of directors (the “Directors”) constituting the board of directors of the Company (the “Board”) shall be at least three and not more than twelve, unless otherwise fixed by the Riverstone Echo Funds. The Directors shall be jointly appointed by the Riverstone Echo Funds, including to fill any vacancies and newly created directorships resulting from any increase in the authorized number of Directors. The Directors shall serve as Directors of the Company for their term of office established pursuant to Section 5.3 and the chairman of the Board (the “Chairman”) shall be appointed by the Riverstone Echo Funds. Actions taken by the Riverstone Echo Funds pursuant to this Section 5.1 shall be evidenced by delivery of a written instrument to the Company duly executed by each of the Riverstone Echo Funds.

Section 5.2            The Board; Delegation of Authority and Duties

(a)          Sole Member and Board. The business and affairs of the Company shall be managed under the direction of the Board, which shall possess all rights and powers which are possessed by “managers” under the Act and otherwise by applicable law, pursuant to Section 18-402 of the Act, subject to the provisions of this Agreement. The Sole Member hereby consents to the exercise by the Board of all such powers and rights conferred on it by the Act or otherwise by applicable law with respect to the management and control of the Company.

(b)          Delegation by the Board. The Board shall have the power and authority to delegate to one or more other Persons the Board’s rights and powers, including delegating such rights and powers of the Board to agents and employees of the Company (including Officers). The Board may authorize any Person (including the Sole Member and any Director or Officer) to enter into any document on behalf of the Company and perform the obligations of the Company thereunder.

(c)            Committees.

(i)            The Board may establish committees of the Board and may delegate any of its responsibilities to such committees.

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(ii)           The Board shall have an audit committee that includes at least three Independent Directors as of the date hereof. Such audit committee shall establish a written audit committee charter in accordance with the rules of the principal national securities exchange on which a class of Partnership Interests of the Partnership are listed or admitted to trading, as amended from time to time. “Independent Director” shall mean Directors meeting independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder and by the national securities exchange on which any class of Partnership Interests of the Partnership are listed or admitted to trading.

Section 5.3           Term of Office

Once designated pursuant to Section 5.1, a Director shall continue in office until the removal of such Director in accordance with the provisions of this Agreement or until the earlier death or resignation of such Director. Any Director may resign at any time by giving written notice of such Director’s resignation to the Board. Any such resignation shall take effect at the time the Board receives such notice or at any later effective time specified in such notice. Unless otherwise specified in such notice, the acceptance by the Board of such Director’s resignation shall not be necessary to make such resignation effective. Notwithstanding anything herein or under applicable law to the contrary, any Director may be removed at any time with or without cause upon the approval of the Riverstone Echo Funds, evidenced by delivery of a written instrument to the Company duly executed by each of the Riverstone Echo Funds.

Section 5.4           Meetings of the Board and Committees

(a)            Meetings. The Board (or any committee of the Board) shall meet at such time and at such place as the Chairman of the Board (or the chairman of such committee) may designate. Written notice of all regular meetings of the Board (or any committee of the Board) must be given to all Directors (or all members of such committee) at least two days prior to the regular meeting of the Board (or such committee). Special meetings of the Board (or any committee of the Board) shall be held at the request of the Chairman or a majority of the Directors (or a majority of the members of such committee) upon at least two days (if the meeting is to be held in person), or twenty-four hours (if the meeting is to be held telephonically), oral or written notice to the Directors (or the members of such committee) or upon such shorter notice as may be approved by the Directors (or the members of such committee), which approval may be given before or after the relevant meeting to which the notice relates. All notices and other communications to be given to Directors (or members of a committee) shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of an electronic mail message or facsimile, and shall be directed to the address, electronic mail address or facsimile number as such Director (or member) shall designate by notice to the Company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board (or committee) need be specified in the notice of such meeting. Any Director (or member of such committee) may waive the requirement of such notice as to such Director (or such member).

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(b)            Conduct of Meetings. Any meeting of the Board (or any committee of the Board) may be held in person or by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

(c)            Quorum. Fifty percent or more of all Directors (or members of a committee of the Board), present in person, participating in accordance with Section 5.4(b), or represented by proxy, shall constitute a quorum for the transaction of business, but if at any meeting of the Board (or committee) there shall be less than a quorum present, a majority of the Directors (or members of a committee) present may adjourn the meeting without further notice. The Directors (or members of a committee) present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors (or members of a committee) to leave less than a quorum; provided, however, that only the acts of the Directors (or members of a committee) meeting the requirements of Section 5.5 shall be deemed to be acts of the Board (or such committee).

Section 5.5           Voting

The effectiveness of any vote, consent or other action of the Board (or any committee) in respect of any matter shall require either (i) the presence of a quorum and the affirmative vote of at least a majority of the Directors (or members of such committee) present or (ii) the written consent (in lieu of meeting) of the Directors (or members of such committee) having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of the Board (or any committee) at which all Directors (or members of such committee) entitled to vote thereon were present and voted. Any Director may vote in person or by proxy (pursuant to a power of attorney) on any matter that is to be voted on by the Board at a meeting thereof.

Section 5.6           Authority of the Board and the Officers

Except as otherwise provided in this Agreement, the relative authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the relative authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. The Officers shall be vested with such powers and duties as are set forth in Section 6.1 and as are specified by the Board from time to time. Accordingly, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Partnership Agreement, the Act or other applicable law.

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Section 5.7           Devotion of Time

The Directors shall not be obligated and shall not be expected to devote all of their time or business efforts to the affairs of the Company (except, to the extent applicable, in their capacity as employees of the Company).

Section 5.8           Certificate of Formation

Enviva Holdings caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware as required by the Act. The Board shall use all reasonable efforts to cause to be filed such additional certificates or documents as may be determined by the Board to be necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company in the State of Delaware or any other state in which the Company may elect to do business or own property. To the extent that such action is determined by the Board to be necessary or appropriate, the Board shall cause the Officers to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the laws of the State of Delaware or of any other state in which the Company may elect to do business or own property.

Section 5.9           Benefit Plans

The Board may propose and adopt on behalf of the Company employee benefit plans, employee programs and employee practices, or cause the Company to issue Partnership Interests, in connection with or pursuant to any employee benefit plan, employee program or employee practice maintained or sponsored by any Group Member or any Affiliate thereof, in each case for the benefit of employees of the Company, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of any Group Member.

Section 5.10          Indemnification

(a)            To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.10, that the Indemnitee acted in Bad Faith or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 5.10 shall be made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

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(b)            To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 5.10(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.10, that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 5.10.

(c)            The indemnification provided by this Section 5.10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d)            The Company may purchase and maintain (or reimburse the Sole Member or its Affiliates for the cost of) insurance, on behalf of the Directors, the Officers, the Sole Member, its Affiliates, the Indemnitees and such other Persons as the Sole Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)           For purposes of this Section 5.10, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 5.10(a); and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(f)             In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)          An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

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(h)          The provisions of this Section 5.10 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i)              No amendment, modification or repeal of this Section 5.10 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company or the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 5.10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(j)             TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 5.10(a) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS Section 5.10 ARE INTENDED BY THE PARTIES TO THIS AGREEMENT TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Section 5.11          Limitation of Liability of Indemnitees

(a)            Notwithstanding anything to the contrary set forth in this Agreement or any Group Member Agreement, or under the Act or any other law, rule or regulation or at equity, no Indemnitee shall be liable for monetary damages or otherwise to the Company, to the Sole Member, to any other Persons who have acquired interests in the Company or to any other Person bound by this Agreement, for losses sustained or liabilities incurred, of any kind or character, as a result of its or any of any other Indemnitee’s determinations, act(s) or omission(s) in their capacities as Indemnitees; provided however, that an Indemnitee shall be liable for losses or liabilities sustained or incurred by the Company, the Sole Member, any other Persons who have acquired interests in the Company or any other Person bound by this Agreement, if it is determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such losses or liabilities were the result of the conduct of that Indemnitee engaged in by it in Bad Faith or with respect to any criminal conduct, with the knowledge that its conduct was unlawful.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, the Sole Member, any other Person who has acquired interests in the Company or any other Person bound by this Agreement, any Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company, the Sole Member, any other Indemnitee, any other Person who has acquired interests in the Company or any other Person bound by this Agreement for its reliance on the provisions of this Agreement.

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(c)            Any amendment, modification or repeal of this Section 5.11 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.11 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 5.12          Reliance by Third Parties

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that any Officer authorized by the Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with any such Officer as if it were the Company’s sole party in interest, both legally and beneficially. The Sole Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of any such Officer in connection with any such dealing. In no event shall any Person dealing with any such Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of any such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Section 5.13          Other Business of Members

(a)            Existing Business Ventures. Each Director and their respective Affiliates may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company or the Partnership, and the Company, the Partnership, the Directors and the Sole Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or the Partnership, shall not be deemed wrongful or improper.

(b)            Business Opportunities. No Director or any of their respective Affiliates shall be obligated to present any particular investment opportunity to the Company or the Partnership, even if such opportunity is of a character that the Company, the Partnership or any of their respective Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each Director or any of their respective Affiliates shall have the right to take for such Person’s own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.

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ARTICLE VI
OFFICERS

Section 6.1            Officers

(a)          Generally. The Board shall appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1, who shall be responsible for the day-to-day business affairs of the Company, subject to the overall direction and control of the Board. Unless provided otherwise by the Board, the Officers shall have the titles, power, authority and duties described below in this Section 6.1.

(b)            Titles and Number. The Officers may be one or more Presidents and/or Chief Executive Officer, any and all Vice Presidents, the Secretary and any and all Assistant Secretaries and any Treasurer and any and all Assistant Treasurers and any other Officers appointed pursuant to this Section 6.1. The Board may appoint from time to time, in accordance with this Section 6.1, such Presidents, Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Board may desire. Any Person may hold two or more offices.

(i)            President/Chief Executive Officer. The Board shall appoint one or more individuals to serve, subject to the direction and supervision of the Board, as the President and/or Chief Executive Officer of the Company, and such individual or individuals shall have general and active management and control of the affairs and business and general supervision of the Company, and the Partnership and its Subsidiaries, and their officers, agents and employees, and shall perform all duties incident to the office of chief executive officer of the Company and such other duties as may be prescribed from time to time by the Board. Each President and/or Chief Executive Officer shall have the nonexclusive authority to sign on behalf of the Company any deeds, mortgages, leases, bonds, notes, certificates, contracts or other instruments, except in cases where the execution thereof shall be expressly delegated by the Board or by this Agreement to some other Officer or agent of the Company or shall be required by law to be otherwise executed. In the absence of the Chairman, or the Vice Chairman, if there is one, or in the event of the Chairman’s inability or refusal to act, a President and/or Chief Executive Officer shall perform the duties of the Chairman, and each President and/or Chief Executive Officer, when so acting, shall have all of the powers of the Chairman.

(ii)            Vice Presidents. The Board, in its discretion, may appoint one or more Vice Presidents. In the absence of any President and/or Chief Executive Officer or in the event of a President’s or Chief Executive Officer’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their appoint) shall perform the duties of a President and/or Chief Executive Officer, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon a President and/or Chief Executive Officer. Each Vice President shall perform such other duties as from time to time may be assigned by a President and/or Chief Executive Officer or the Board.

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(iii)          Secretary and Assistant Secretaries. The Board, in its discretion, may appoint a Secretary and one or more Assistant Secretaries. The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Board, of the Sole Member and of the Partners of the Partnership, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Board or the President and/or Chief Executive Officer. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(iv)         Treasurer and Assistant Treasurers. The Board, in its discretion, may appoint a Treasurer and one or more Assistant Treasurers. The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Board or a President and/or Chief Executive Officer. The Treasurer, subject to the order of the Board, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Board or a President and/or Chief Executive Officer, shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving or in the absence of the appointed Treasurer and Assistant Treasurer, a President and/or Chief Executive Officer or such other Officer as the Board shall select, shall have the powers and duties conferred upon the Treasurer.

(c)            Other Officers and Agents. The Board may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

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(d)            Appointment and Term of Office. The Officers shall be appointed by the Board at such time and for such terms as the Board shall determine. Any Officer may be removed, with or without cause, only by the Board. Vacancies in any office may be filled only by the Board.

(e)            Powers of Attorney. The Board may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f)            Officers’ Delegation of Authority. Unless otherwise provided by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company. Notwithstanding the foregoing sentence, any Officer shall have the ability to delegate the Officer’s routine responsibilities in the ordinary course of the Company’s business to another Person affiliated with the Company, subject to such Officer’s oversight and direction.

Section 6.2           Compensation

The Officers shall receive such compensation for their services as may be designated by the Board or any committee thereof established for the purpose of setting compensation.

ARTICLE VII
BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 7.1           Records and Accounting

The Board shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business. The books of account of the Company shall be (i) maintained on the basis of a fiscal year that is the calendar year and (ii) maintained on an accrual basis in accordance with United States generally accepted accounting principles, consistently applied.

Section 7.2            Bank Accounts

Funds of the Company shall be deposited in such banks or other depositories as shall be designated from time to time by the Board. All withdrawals from any such depository shall be made only as authorized by the Board and shall be made only by check, wire transfer, debit memorandum or other written instruction.

ARTICLE VIII
DISSOLUTION AND LIQUIDATION

Section 8.1           Dissolution

(a)            The Company shall be of perpetual duration; however, the Company shall dissolve, and its affairs shall be wound up, upon:

(i)            an election to dissolve the Company by the Board or;

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(ii)            the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act;

(b)            No other event shall cause a dissolution of the Company.

Section 8.2           Effect of Dissolution

Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Board shall take or cause to be taken such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Board shall have the authority to appoint a Person to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

Section 8.3           Application of Proceeds

Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the following order of priority:

(a)            First, to the payment of debts and liabilities of the Company (including to the Sole Member to the extent permitted by applicable law) and the expenses of liquidation;

(b)          Second, to the setting up of such reserves as the Person required or authorized by law to wind up the Company’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an escrow agent appointed by the Sole Member, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided; and

(c)            Thereafter, the remainder to the Sole Member.

ARTICLE IX
GENERAL PROVISIONS

Section 9.1           Addresses and Notices

Any notice, demand, request, report or proxy materials required or permitted to be given or made to the Sole Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person, when received by electronic message or facsimile or when sent by first class United States mail or by other means of written communication to the Sole Member at the address described below. Any notice to the Company shall be deemed given if received by a President at the principal office of the Company designated pursuant to Section 2.3. The Company may rely and shall be protected in relying on any notice or other document from the Sole Member or other Person if believed by it to be genuine.

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If to the Sole Member:

Enviva MLP Holdco, LLC

c/o Enviva Holdings, LP

7272 Wisconsin Ave., Suite 1800
Bethesda, MD 20814

Attention: General Counsel

E-mail: william.schmidt@envivabiomass.com

Section 9.2           Creditors

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

Section 9.3           Applicable Law

This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Section 9.4           Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 9.5           Venue

Any and all of the following claims, suits, actions or proceedings shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s members, (iii) any action asserting a claim against the Company or any of its directors, officers or other employees alleging a violation of the Act or the Certificate of Formation or this Agreement, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. Each party hereto unconditionally and irrevocably submits to the exclusive jurisdiction of such courts with respect to any such claim, suit, action or proceeding and waives any objection that such party may have to the laying of venue of any claim, suit, action or proceeding in such courts. Each party hereto (x) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or of any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum or (C) the venue of such claim, suit, action or proceeding is improper, (y) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (y) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (z) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.

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Section 9.6           Third Party Beneficiaries

(a)            Except as set forth in Section 9.6(b) below, the parties to this Agreement do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

(b)            The Sole Member agrees that any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee.

Section 9.7           Amendments

The terms and provisions of this Agreement may be amended, modified or waived (including by means of merger, consolidation or other business combination to which the Company is a party) only with the approval of the Sole Member; provided, however, that no amendment, modification or waiver of this Agreement may adversely alter any rights, preferences or privileges of the Riverstone Echo Funds without the prior written consent of each of the Riverstone Echo Funds.

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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first written above.

ENVIVA MLP HOLDCO, LLC

By: /s/ Jason E. Paral

Name: Jason E. Paral

Title: Vice President, Associate General Counsel and Secretary

Riverstone Echo Continuation Holdings, L.P.

By: Riverstone ECF GP, LLC, its general partner

By: /s/ Peter Haskopoulos

Name: Peter Haskopoulos

Title: Managing Director

Riverstone Echo Rollover Holdings, L.P.

By: Riverstone Echo Rollover GP, LLC, its general partner

By: /s/ Peter Haskopoulos

Name: Peter Haskopoulos

Title: Managing Director

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Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2021, by and between Enviva Partners, L.P., a Delaware limited partnership (with its successors and permitted assigns (including Enviva Inc. from and after the Conversion as the context requires (as defined below), herein after called “EVA”), and the parties listed on the signature pages hereto (the “Initial Holders”), and the other Holders from time to time parties hereto.

WHEREAS, this Agreement is made in connection with the transactions contemplated by (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 14, 2021, by and between Enviva Holdings LP, a Delaware limited partnership, EVA, Enviva Partners Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”), and the Riverstone Echo Funds, (ii) the Support Agreement (the “Support Agreement”), dated as of October 14, 2021, by and among EVA, the Riverstone Echo Funds and certain other parties thereto, and (iii) the Plan of Conversion (the “Plan of Conversion” and, together with the Merger Agreement and the Support Agreement, the “Transaction Documents”), dated as of the date hereof, providing for, among other things, the conversion of EVA from a limited partnership into a corporation under the laws of the State of Delaware (the “Conversion”);

WHEREAS, upon consummation of the transactions contemplated by the Merger Agreement, EVA will issue to the Initial Holders common units representing limited partner interests in EVA (the “Common Unit Consideration”);

WHEREAS, upon consummation of the Conversion, the Initial Holders’ Common Units will convert into shares of common stock in EVA (the “Common Stock”) in accordance with the terms of the Transaction Documents;

WHEREAS, EVA has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Initial Holders pursuant to the Transaction Documents; and

WHEREAS, the registration rights agreement by and among EVA, Enviva MLP Holdco, LLC, a Delaware limited liability company and Acquisition I, dated as of May 4, 2015, has been terminated as of the date hereof by the mutual consent of the parties thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

Article I
DEFINITIONS

Section 1.01.            Definitions. The terms set forth below are used herein as so defined:

“Acquisition I” has the meaning given to such term in the recitals.

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“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such specified Person. For the purposes of this definition, “control” means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (a) (i) EVA, on the one hand, and the Initial Holders, on the other hand, shall not be considered Affiliates and (ii) any fund, entity or account managed, advised or sub-advised, directly or indirectly, by a Holder or any of its Affiliates, shall be considered an Affiliate of such Holder and (b) with respect to any fund, entity or account managed, advised or sub-advised directly or indirectly, by any Holder or any of its Affiliates, the direct or indirect equity owners thereof, including limited partners of any Holder or any Affiliate thereof, shall be considered an Affiliate of such Holder.

“Agreement” has the meaning given to such term in the introductory paragraph.

“Business Day” means any day other than Saturday, Sunday, or a holiday on which banks are generally open for business in New York City; provided, however, banks shall be deemed to be generally open for business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any governmental entity or agency if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

“Certificate of Incorporation” means the certificate of incorporation, dated as of the date of the Conversion, as may be amended from time to time, of EVA.

“Commission” has the meaning given to such term in Section 1.01.

“Common Stock” has the meaning given to such term in the recitals.

“Common Units” means the Common Unit Consideration and the common units representing limited partner interests in EVA held by the Initial Holders as of the date hereof.

“Common Unit Consideration” has the meaning given to such term in the recitals.

“Conversion” has the meaning given to such term in the recitals.

“Effectiveness Period” has the meaning given to such term in Section 2.01.

“Exchange Act” has the meaning given to such term in Section 2.08(a).

“EVA” has the meaning given to such term in the introductory paragraph.

“EVA Securities” means the Common Units or Common Stock, as applicable, held by the Initial Holders as of the date hereof or issued to the Initial Holders or their transferees, (i) in connection with the Merger, (ii) upon consummation of the Conversion and (iii) in connection with the reinvestment commitment set forth in the Support Agreement, as applicable.

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

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“Initial Holders” has the meaning given to such term in the introductory paragraph.

“Included Registrable Securities” has the meaning given to such term in Section 2.03(a).

“Losses” has the meaning given to such term in Section 2.08(a).

“Management” has the meaning given to such term in the recitals.

“Managing Underwriter(s)” means, with respect to any Underwritten Offering, the book-running lead manager(s) of such Underwritten Offering.

“Merger Agreement” has the meaning given to such term in the recitals.

“Merger Sub” has the meaning given to such term in the recitals.

“Minimum Amount” has the meaning given to such term in Section 2.02(a).

“Notice” has the meaning given to such term in Section 2.01.

“Opt-Out Notice” has the meaning given to such term in Section 2.13.

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of EVA entered into on the date hereof.

“Person” means any individual, corporation, partnership, limited liability company, voluntary association, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Plan of Conversion” has the meaning given to such term in the recitals.

“Registrable Securities” means the EVA Securities; provided, however, that a Registrable Security will cease to be a Registrable Security (a) at the time a Registration Statement covering such Registrable Security has been declared effective by the Securities and Exchange Commission (the “Commission”), or otherwise has become effective, and such Registrable Security has been sold or disposed of pursuant to such Registration Statement; (b) at the time such Registrable Security has been disposed of pursuant to Rule 144 (or any similar provision then in effect under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)); (c) if such Registrable Security is held by EVA or one of its subsidiaries; or (d) at the time such Registrable Security has been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities.

“Registration Expenses” means all expenses (other than Selling Expenses) incident to EVA’s performance under or in compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 or in connection with an Underwritten Offering pursuant to Section 2.02(a) or Section 2.03(a), and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for EVA, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance.

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“Registration Statement” has the meaning given to such term in Section 2.01.

“Riverstone Echo Funds” means each of Riverstone Echo Continuation Holdings, L.P. and Riverstone Echo Rollover Holdings, L.P.

“Securities Act” has the meaning given to such term in Section 1.01.

“Selling Expenses” means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

“Shelf Registration Statement” has the meaning given to such term in Section 2.01.

“Support Agreement” has the meaning given to such term in the recitals.

“Trading Market” means the principal national securities exchange on which Registrable Securities are listed.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

“Transaction Documents” has the meaning given to such term in the recitals.

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which EVA Securities are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“VWAP” means as of a specified date and in respect of Registrable Securities, the volume weighted average price for such security on the Trading Market for the five trading days immediately preceding, but excluding, such date.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

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Article II
REGISTRATION RIGHTS

Section 2.01.            Demand Registration.

Upon the written request (a “Notice”) by one or more Holders, EVA shall promptly file with the Commission, as soon as reasonably practicable, but in no event more than 30 days following the receipt of the Notice, a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). EVA shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission or otherwise become effective as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. EVA shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Section 2.02.           Underwritten Offerings.

(a)             Request for Underwritten Offering. In the event that one or more Holders collectively elect to dispose of Registrable Securities reasonably likely to result in gross sale proceeds of at least $100 million in aggregate (the “Minimum Amount”) (subject to adjustment pursuant to Section 3.04) under a Registration Statement pursuant to an Underwritten Offering, EVA shall, upon written request by such Holders, retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering. The obligation of EVA to retain underwriters shall include entering into an underwriting agreement in customary form with the Managing Underwriter(s), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking all reasonable actions as are requested by the Managing Underwriter(s) to expedite or facilitate the disposition of such Registrable Securities. EVA shall, upon request of the Holders, cause its management to participate in a roadshow or similar marketing effort on behalf of the Holders.

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(b)            Limitation on Underwritten Offerings. In no event shall EVA be required under Section 2.02(a) to participate in more than two Underwritten Offerings in any twelve-month period.

(c)            General Procedures. In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled, subject to EVA’s consent (which is not to be unreasonably withheld), to select the Managing Underwriter(s). In connection with any Underwritten Offering under this Agreement, each Selling Holder and EVA shall be obligated to enter into an underwriting agreement that contains such representations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, EVA to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to such Selling Holder’s obligations. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw from the Underwritten Offering by notice to EVA and the Managing Underwriter(s); provided, however, that such withdrawal must be made at a time prior to the time of pricing of such Underwritten Offering. No such withdrawal shall affect EVA’s obligation to pay Registration Expenses.

Section 2.03.         Piggyback Rights.

(a)            Participation. If EVA proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of EVA Securities in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by EVA to prepare the documents to be used in connection with such Underwritten Offering, EVA shall give notice (including notification by electronic mail followed by telephone confirmation) of such proposed Underwritten Offering to each Holder holding at least 5% of the then-outstanding Registrable Securities and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if EVA has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the EVA Securities in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), EVA shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), EVA shall include in such Underwritten Offering all included Registrable Securities with respect to which EVA has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after EVA’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, EVA shall determine for any reason not to undertake or to delay such Underwritten Offering, EVA may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to EVA of such withdrawal at or prior to the time of pricing of such Underwritten Offering.

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(b)            Priority of Registration. If the Managing Underwriter(s) of any proposed Underwritten Offering advises EVA that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the EVA Securities offered or the market for the EVA Securities, then the EVA Securities to be included in such Underwritten Offering shall include the number of EVA Securities that such Managing Underwriter(s) advises EVA can be sold without having such adverse effect, with such number to be allocated (i) first, to EVA unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders pro rata based on the number of Registrable Securities requested to be included in such Underwritten Offering by the Holders, and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing Underwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or EVA if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities requested to be included in such Underwritten Offering 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).

Section 2.04.          Delay Rights. If the board of directors of EVA determines that compliance with its obligations under this Article II would be materially detrimental to EVA and its stockholders because such registration would (a) materially interfere with a significant acquisition, reorganization, financing or other similar transaction involving EVA, (b) require premature disclosure of material information that EVA has a bona fide business purpose for preserving as confidential or (c) render EVA unable to comply with applicable securities laws, then EVA shall have the right to postpone compliance with its obligations under this Article II for a period of not more than 3 months, provided, that such right pursuant to this Section 2.04 may not be utilized more than twice in any twelve-month period.

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Section 2.05.          Sale Procedures. In connection with its obligations under this Article II, EVA will, as expeditiously as possible:

(a)            prepare and file with the Commission such amendments and supplements to each Registration Statement and the prospectus used in connection therewith as may be necessary to keep each Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b)            if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering and the Managing Underwriter(s) notifies EVA in writing that, in the sole judgment of such Managing Underwriter(s), inclusion of detailed information in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, use its commercially reasonable efforts to include such information in such prospectus supplement;

(c)            furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing a Registration Statement or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement;

(d)            if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter(s), shall reasonably request; provided, however, that EVA will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;

(e)            promptly notify each Selling Holder and each underwriter, at any time when a prospectus is required to be delivered under the Securities Act, of (i) the filing of a Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to a Registration Statement or any prospectus or prospectus supplement thereto;

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(f)             immediately notify each Selling Holder and each underwriter, at any time when a prospectus is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of the prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt by EVA of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, EVA agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing and to take such other reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

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

(h)            in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for EVA dated the date of the closing under the underwriting agreement and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering (to the extent available) and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified EVA’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by EVA and such other matters as such underwriters and Selling Holders may reasonably request;

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

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

(k)            cause all Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by EVA are then listed;

(l)             use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of EVA to enable the Selling Holders to consummate the disposition of the Registrable Securities;

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

(n)            enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of the Registrable Securities.

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

Section 2.06.          Cooperation by Holders. EVA shall have no obligation to include in a Registration Statement, or in an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Selling Holder who has failed to timely furnish such information that, in the opinion of counsel to EVA, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.07.          Expenses. EVA will pay all reasonable Registration Expenses, including in the case of an Underwritten Offering, regardless of whether any sale is made in such Underwritten Offering. Each Selling Holder shall pay its pro rata share of Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, EVA shall be responsible for the reasonable and customary legal fees of one outside counsel for the Holders in connection with an Underwritten Offering.

Section 2.08.           Indemnification.

(a)             By EVA. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, EVA will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that EVA will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

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(b)            By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless EVA, its directors, officers, employees and agents and each Person, if any, who controls EVA within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from EVA to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c)            Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In any action brought against any indemnified party, the indemnified party shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.

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(d)            Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of fraudulent misrepresentation.

(e)            Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

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Section 2.09.          Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, EVA agrees to use its commercially reasonable efforts to:

(a)            make and keep public information regarding EVA available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;

(b)            file with the Commission in a timely manner all reports and other documents required of EVA under the Exchange Act at all times from and after the date hereof; and

(c)            so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of EVA, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 2.10.         Transfer or Assignment of Registration Rights. The rights to cause EVA to register Registrable Securities granted to a Holder by EVA under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of any of the Initial Holders, each such transferee or assignee holds Registrable Securities representing at least the Minimum Amount of then-outstanding Registrable Securities (calculated as a number of EVA Securities equal to at least the quotient of $100 million divided by the VWAP and subject to adjustment pursuant to Section 3.04), (b) EVA is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee agrees to be bound by this Agreement.

Section 2.11.         Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least the Minimum Amount of then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on EVA or the officers, directors or any other stockholders of EVA on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Section 2.12.         Other Registration Rights. EVA shall not, without the prior written consent of the Riverstone Echo Funds, enter into any agreement with any current or future holder of any securities of EVA that would allow such current or future holder to require EVA to include securities in any registration statement filed by EVA for the Holders hereunder on a basis other than pari passu with, or expressly subordinate to, the piggyback rights of the Holders hereunder; provided, that in no event shall EVA enter into any agreement that would provide another holder of securities of EVA the right to participate in an Underwritten Offering requested pursuant to Section 2.02.

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Section 2.13.           Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to EVA requesting that such Holder not receive notice from EVA of any proposed Underwritten Offering, the withdrawal of any Underwritten Offering or any event that could lead to a suspension of rights under Section 2.04, in which case EVA shall not be required to provide such notice(s); provided, however, that such Holder may later revoke any such Opt-Out Notice in writing.

Article III
MISCELLANEOUS

Section 3.01.           Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery to the addresses set forth under each signatory’s name on the signature pages hereof. All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via electronic mail; and when actually received, if sent by courier service or any other means.

Section 3.02.           Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03.           Assignment of Rights. All or any portion of the rights and obligations of the Holders under this Agreement may be transferred or assigned by the Holders in accordance with Section 2.10 hereof.

Section 3.04.           Recapitalization, Exchanges, Etc. Affecting the Registrable Securities. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all securities of EVA or any successor or assign of EVA (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, splits, recapitalizations, pro rata distributions and the like occurring after the date of this Agreement.

Section 3.05.           Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each party, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such party from pursuing any other rights and remedies at law or in equity that such party may have.

Section 3.06.           Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile or electronic transmission in PDF format shall be deemed to be the equivalent of delivery of the originally executed copy thereof.

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Section 3.07.           Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.08.           Governing Law. The law of the State of New York shall govern this Agreement.

Section 3.09.           Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.10.           Scope of Agreement. The rights granted pursuant to this Agreement are intended to supplement and not to reduce or replace any rights any Holders may have under the Partnership Agreement or Certificate of Incorporation with respect to the Registrable Securities. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. Except as provided in the Partnership Agreement or Certificate of Incorporation, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by EVA set forth herein. Except as provided in the Certificate of Incorporation, this Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.11.           Amendment. This Agreement may be amended only by means of a written amendment signed by EVA and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

Section 3.12.           No Presumption. If any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.13.           Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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Section 3.14.           Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than EVA and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.

Section 3.15.           Interpretation. All references to “Articles” and “Sections” shall be deemed to be references to Articles and Sections of this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by the Holders under this Agreement, such action shall be in the Holders’ sole discretion unless otherwise specified.

[Signature page follows]

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

ENVIVA PARTNERS, LP
By: Enviva Partners GP, LLC, as its sole general partner
By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer
	7272 Wisconsin Ave, Suite1800 Bethesda, MD 20814

Signature Page to Registration Rights Agreement

INITIAL HOLDERS
RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
By: Riverstone ECF GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director
	712 Fifth Ave.
	36th Floor
	New York, NY 10019
RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
By: Riverstone Echo Rollover GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director
	712 Fifth Ave.
	36th Floor
	New York, NY 10019

Signature Page to Registration Rights Agreement

ENVIVA COLLATERAL PLEDGECO, LLC
By:	Enviva Cottondale Acquisition I, LLC, its member
By:	Riverstone Echo Continuation Holdings, L.P., its member
By:	Riverstone ECF GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director
By:	Riverstone Echo Rollover Holdings, L.P., its member
By:	Riverstone Echo Rollover GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director
	712 Fifth Ave.
	36th Floor
	New York, NY 10019

Signature Page to Registration Rights Agreement

By:	/s/ John K. Keppler
Name:	John K. Keppler

Signature Page to Registration Rights Agreement

By:	/s/ Thomas Meth
Name:	Thomas Meth

Signature Page to Registration Rights Agreement

By:	/s/ William H. Schmidt, Jr.
Name:	William H. Schmidt, Jr.

Signature Page to Registration Rights Agreement

By:	/s/ Shai S. Even
Name:	Shai S. Even

Signature Page to Registration Rights Agreement

By:	/s/ Edward R. Smith
Name:	Edward R. Smith

Signature Page to Registration Rights Agreement

By:	/s/ Yanina A. Kravtsova
Name:	Yanina A. Kravtsova

Signature Page to Registration Rights Agreement

By:	/s/ Joseph N. Lane
Name:	Joseph N. Lane

Signature Page to Registration Rights Agreement

By:	/s/ Norbert A. Hintz
Name:	Norbert A. Hintz

Signature Page to Registration Rights Agreement

By:	/s/ John-Paul D. Taylor
Name:	John-Paul D. Taylor

Signature Page to Registration Rights Agreement

EX-4.2

Exhibit 4.2

STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 14, 2021, by and among Enviva Partners, LP, a Delaware limited partnership (with its successors and permitted assigns, including the resulting corporation Enviva Inc., from and after the Conversion (as defined below) as the context requires, herein after called “EVA”) and each of the stockholders listed on the signature pages hereto. This Agreement shall become effective (the “Effective Date”) upon the closing of the Conversion (as defined below).

WHEREAS, in order to set forth certain understandings between EVA and the Riverstone Stockholders (as defined below), including with respect to certain governance matters, the Riverstone Stockholders and EVA wish to enter into this Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1.Definitions; Interpretation.

(a)Definitions. As used herein, the following terms shall have the following respective meanings:

“Affiliate” means as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that neither of the Riverstone Stockholders shall be deemed to be Affiliates of EVA or any of its Subsidiaries and neither EVA nor any of its Subsidiaries shall be deemed to be Affiliates of the Riverstone Stockholders. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

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

“Beneficially Own” has the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

“Board” means, prior to the Conversion, the board of directors of Enviva Partners GP, LLC, and from and after the Conversion, the board of directors of EVA.

“Business Day” means any day other than Saturday, Sunday, or holiday on which banks are generally open for business in New York City; provided, however, banks shall be deemed to be generally open for business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any governmental entity if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

“Change of Control” means (i) the sale or disposition of all or substantially all of the assets of EVA and its Subsidiaries on a consolidated basis to any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than to the Riverstone Stockholders or their respective Affiliates; (ii) any transaction or series of related transactions (including, but not limited to, a merger or consolidation) that results in any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Riverstone Stockholders and their respective Affiliates, acquiring Beneficial Ownership of shares of Common Stock or other equity interest of EVA that represent more than 50% of the total voting power of EVA (or any resulting company after such transaction) with respect to the election of directors to the Board; or (iii) a “Change of Control” or “Change in Control” as defined in any of EVA’s or its Subsidiaries’ existing credit agreements.

“Common Stock” means (i) the outstanding shares of common stock, par value $0.001 per share, of EVA and any securities into which such common stock may be changed or for which such common stock may be exchanged or converted, (ii) any additional shares of common stock that may be issued in the future, (iii) any shares of capital stock of EVA into which such shares may be converted or for which such shares may be exchanged and shall also include (iv) any common stock of EVA of any class hereafter authorized.

“Conversion” means the conversion of Enviva Partners, LP from a limited partnership into a corporation under the laws of the State of Delaware pursuant to the terms and conditions set forth in a plan of conversion or pursuant to such other alternative transaction or series of transactions adopted by EVA pursuant to which EVA or its Affiliate or other entity that succeeds to substantially all of the assets of EVA becomes a Delaware corporation (by way of reorganization, conversion, merger, or otherwise, or any combination of the foregoing), and in any such case whose Common Stock is issued in exchange for common units representing limited partner interests in Enviva Partners, LP.

“EVA” has the meaning set forth in the Preamble.

“Person” means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Riverstone Stockholders” means Riverstone Echo Continuation Holdings, L.P., Riverstone Echo Rollover Holdings, L.P. and each of their Affiliates that owns any shares of Common Stock in EVA.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, or other legal entity of any kind of which such Person (either alone or through or together with one or more of its other Subsidiaries), (i) owns, directly or indirectly, more than 50% of the capital stock, general partner interests, limited partner interests, managing member interests or other equity interests the holders of which are (x) generally entitled to vote for the election of the board of directors or other governing body of such legal entity or (y) generally entitled to share in the profits or capital of such legal entity or (ii) serves as a general partner or managing member.

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(b)Rules of Construction. For all purposes of this Agreement, unless otherwise expressly provided:

(1)the headings and captions of this Agreement are for convenience of reference only and shall not define, limit or otherwise affect any of the terms hereof;

(2)the term “including” is not limiting and means “including without limitation”; and

(3)whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural.

Section 2.Composition of the Board of Directors.

(a)Initial Composition of the Board. The Board will be initially comprised of the 13 directors set forth on Annex A.

(b)Election of Directors. Following the Conversion, if EVA holds an annual meeting of its stockholders in 2022 (the “2022 Annual Meeting”), EVA and the Riverstone Stockholders shall take all necessary and appropriate actions within their power to cause the slate of directors listed on Annex A to be the slate of nominees recommended by the Board to EVA’s stockholders for election as directors at such meeting, and EVA and the Riverstone Stockholders shall use all reasonable best efforts to cause the election of each such nominee, including (i) voting or providing a written consent or proxy with respect to Common Stock (if practicable), and soliciting proxies, in favor of the election of such nominees, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of EVA, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

Section 3.Certain Actions.

(a)Subject to the provisions of Section 3(b), without the approval of the Riverstone Stockholders, EVA shall not, and (to the extent applicable) shall not permit any Subsidiary of EVA to:

(1)amend EVA’s certificate of incorporation or bylaws;

(2)undertake any transaction involving a merger of EVA or that would otherwise constitute a Change of Control;

(3)commence any voluntary dissolution, reorganization, recapitalization or liquidation of EVA;

(4)make a voluntary filing of a petition for bankruptcy or receivership by EVA, or fail to oppose any other person’s petition filed against EVA in any such proceeding;

(5)adopt any “poison pill” or shareholder rights plan;

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(6)make any acquisition or disposition of assets or equity interests, in any transaction or series or related transactions, for aggregate consideration in excess of (A) 25% of the fair market value of EVA’s total assets or (B) 25% of the market capitalization of EVA, each as determined at the time of the approval of the agreement to enter into any such transaction or series of related transactions; or

(7)enter into any agreement to undertake or effect any of the foregoing actions.

(b)The approval rights set forth in Section 3(a) above shall terminate at such time as the Riverstone Stockholders no longer collectively Beneficially Own at least 30% of the outstanding Common Stock.

Section 4.Duration of Agreement. This Agreement shall terminate automatically upon the later of: (a) such time as the Riverstone Stockholders no longer collectively Beneficially Own at least 30% of the outstanding Common Stock and (b) the earlier of (1) the 2022 Annual Meeting, if held, and (2) December 31, 2022.

Section 5.Severability. The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (1) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (2)the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 6.Governing Law; Jurisdiction.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its choice or conflict of law provisions or rules.

(b)Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, including the Delaware Chancery Courts located in Wilmington, Delaware, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the address referred to in Section 10, together with written notice of such service to such party, shall be deemed effective service of process upon such party.

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Section 7.Jury Trial.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO AMONG THE PARTIES HERETO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

Section 8.Stock Dividends, Etc.

The provisions of this Agreement shall apply to any and all shares of capital stock of EVA or any successor or assignee of EVA (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution for the shares of Common Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect the intent and meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with respect to the capital stock of EVA as so changed.

Section 9.Benefits of Agreement.

This Agreement shall be binding upon and inure to the benefit of the parties hereto, and each of their respective successors and assigns. Neither this Agreement nor any of the rights or obligations hereunder will be assigned by any of the parties hereto without the prior written consent of the other parties. Except as otherwise expressly provided herein, no Person not a party to this Agreement, as a third-party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement.

Section 10.Notices.

All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given if (a) personally delivered or sent by facsimile or electronic mail transmission, (b) sent by nationally recognized overnight courier or (c) sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

(i)If to EVA, to:

Enviva Partners, LP

7272 Wisconsin Avenue

Suite 1800

Bethesda, MD 20814

Attn: General Counsel

Email: william.schmidt@envivabiomass.com

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(ii)If to any of the Riverstone Stockholders, to:

Riverstone Holdings, LLC 

712 Fifth Avenue, 51st Floor 

New York, New York 10019 

Attention: General Counsel 

E-mail: scoats@riverstonellc.com

(iii)Any such communication shall be deemed to have been received (a) when delivered, if personally delivered or sent by facsimile or electronic mail transmission, (b) the next Business Day after delivery, if sent by nationally recognized, overnight courier and (c) on the third Business Day following the date on which the piece of mail containing such communication is posted, if sent by first-class mail.

Section 11.Modification; Waiver.

This Agreement may be amended, modified or supplemented only by a written instrument duly executed by EVA and the Riverstone Stockholders; provided that any such amendment, modification or supplement that only affects the rights of a party shall only require the consent of such affected party and EVA. No course of dealing between EVA or its Subsidiaries or the Riverstone Stockholders or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 12.Entire Agreement.

Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith, from and after the completion of the Conversion.

Section 13.Specific Performance.

Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief).

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Section 14.Counterparts.

This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one agreement.

Section 15.Further Assurances.

Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

[Signature Page to Follow]

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The parties have signed this agreement as of the date first written above.

ENVIVA PARTNERS, LP
By:	Enviva Partners GP, LLC, as its sole general partner
By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer

Signature Page to 

Stockholders’ Agreement

STOCKHOLDERS:
RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
By:	Riverstone ECF GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director
RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
By:	Riverstone Echo Rollover GP, LLC, its general partner
By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos
Title:	Managing Director

Signature Page to 

Stockholders’ Agreement

EX-10.1

Exhibit 10.1

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated effective as of October 14, 2021, is entered into by and among Enviva Partners, LP, a Delaware limited partnership (with its successors and permitted assigns (including the resulting Delaware corporation in the EVA Conversion (as defined below), “Enviva Inc.,” from and after the EVA Conversion), hereinafter called “EVA”), each of the persons set forth on Exhibit A hereto (each such person, a “Unitholder”, and collectively, the “Unitholders”), and the Original Parties (as defined below). The Original Parties, the Unitholders and EVA are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Enviva Holdings, LP, a Delaware limited partnership (“Holdings”) and/or certain of its wholly owned subsidiaries are parties to various agreements with EVA, EVA’s general partner, and/or certain of EVA’s wholly owned subsidiaries, including, without limitation, make-whole agreements, MSA fee waiver letter agreements, and an interim service agreement associated with EVA’s acquisition of Holdings’ production plants in Lucedale, Mississippi, and Greenwood, South Carolina, and a marine export terminal in the Port of Pascagoula, Mississippi, pursuant to which Holdings (or its subsidiaries) agreed to provide various services and other forms of ongoing operational and financial support to EVA (collectively, the “Existing Support Agreements”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of the date hereof by and among Enviva Partners Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Holdings, EVA, the Unitholders (other than Enviva Collateral PledgeCo, LLC (“PledgeCo”)), and the other parties thereto, among other things, Merger Sub merged with and into Holdings, with Holdings surviving the merger as a wholly owned subsidiary of EVA (the “Holdings Merger”);

WHEREAS, by virtue of the Holdings Merger, Holdings’ (and its subsidiaries’) obligations under the Existing Support Agreements would be consolidated with EVA, but the Parties desire to consolidate and convert the existing obligations under the Existing Support Agreements into fixed payment amounts to be paid by the Unitholders to EVA on specified payment dates, as more fully set forth herein;

WHEREAS, in furtherance of the foregoing, in connection with and effective immediately following the Holdings Merger, among other things, the Parties desire to amend and restate each Existing Support Agreement in its entirety as set forth in this Agreement, and to novate from the respective parties thereto to the Unitholders and EVA, such that, none of the original parties to the Existing Support Agreements (collectively the “Original Parties”) or any Unitholder or Affiliate of any Unitholder will have any further rights or obligations under or relating to any of the Existing Support Agreements or (other than EVA and the Unitholders) Article 1 of this Agreement;

WHEREAS, the Original Parties have signed and acknowledged this Agreement for the purpose of consenting to and agreeing to such amendments, restatements, and novations of the Existing Support Agreements as described herein;

WHEREAS, in connection with the Holdings Merger, each Series A Unit and each Series B Unit (each as defined in the Second Amended and Restated Agreement of Limited Partnership of Holdings dated as of July 22, 2020) issued and outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right of the holder thereof to receive common units representing limited partner interests in EVA (“EVA Units”) as more fully described therein;

WHEREAS, following the Holdings Merger, subject to the requisite approval of the unitholders of EVA, EVA intends to convert into a Delaware corporation in accordance with a plan of conversion contemplated as of the date hereof (the “Plan of Conversion”) or pursuant to such other alternative transaction or series of transactions adopted by EVA pursuant to which EVA or its Affiliate or other entity that succeeds to, directly or indirectly, substantially all of the assets of EVA (other than, if applicable, the interests in EVA indirectly owned by Enviva Cottondale Acquisition I, LLC (“Acquisition I”) transferred in a potential alternative structure mutually agreed by Acquisition I and certain of the Parties hereto) becomes a Delaware corporation (by way of a Reorganization (as defined below), conversion, merger, or otherwise, or any combination of the foregoing), and in any such case whose common stock is issued in exchange for EVA Units (such conversion (pursuant to the Plan of Conversion) or such other transaction or series of transactions (including a Reorganization, the “EVA Conversion”), and, following the EVA Conversion, Acquisition I intends to merge with a subsidiary or affiliate of EVA (the “Acquisition I Merger”);

WHEREAS, in connection with the EVA Conversion, each outstanding EVA Unit will convert or be exchanged into one share of Enviva Inc. common stock (the “EVA Common Stock”);

WHEREAS, subject to the terms and conditions herein, each Unitholder desires to commit to reinvest all quarterly cash distributions or dividends, as applicable, in respect of approximately 30.4% of the EVA Units received by such Unitholder in connection with the Holdings Merger (subject to appropriate adjustments in the event of any distribution, combination or subdivision, such EVA Units and the shares of EVA Common Stock into which such EVA Units will convert or be exchanged in connection with the EVA Conversion, collectively, “DRIP Securities”) and such number of EVA Units and EVA Common Stock will bear a restrictive legend reflecting the transfer restrictions set forth herein, as further described herein; and

WHEREAS, subject to the terms and conditions herein, the Parties desire for the Unitholders to agree to certain transfer and other restrictions and certain voting arrangements with respect to the EVA Units held by such Unitholders and their respective Affiliates (as defined below) and the shares of EVA Common Stock into which such EVA Units will convert or be exchanged in connection with the EVA Conversion (collectively, the “EVA Securities”) as further described herein.

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NOW THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

AGREEMENTS

Article 1
SUPPORT OBLIGATIONS

Section 1.1      Support Obligations. Riverstone Echo Continuation Holdings, L.P. (“Riverstone Continuation Fund”), Riverstone Echo Rollover Holdings, L.P. (together with Riverstone Continuation Fund, collectively, the “Riverstone Echo Funds” and each, a “Riverstone Echo Fund”), and PledgeCo (together with the Riverstone Echo Funds, the “Support Payors”) shall pay, or cause to be paid, to EVA the amounts set forth below, on or before the dates set forth below (each a “Payment Date”), in accordance with the terms and conditions of this Article 1. In furtherance of the foregoing and subject to the terms and conditions of this Article 1, each Support Payor shall pay, or cause to be paid, to EVA such Support Payor’s pro rata portion (each such amount payable by such Support Payor, subject to adjustment in connection with a Transfer of EVA Support Securities (as defined below) made in accordance with this Agreement, a “Pro Rata Portion”) of the following amounts with respect to the corresponding Payment Dates, which Pro Rata Portions are set forth in Schedule I:

Payment Date:	Payment Amount:
November 30, 2021	$	0
February 28, 2022	$	9,821,419
May 31, 2022	$	9,821,419
August 31, 2022	$	9,821,419
November 30, 2022	$	9,821,419
February 28, 2023	$	9,821,419
May 31, 2023	$	2,050,000
August 31, 2023	$	1,450,000
November 30, 2023	$	1,450,000
February 29, 2024	$	1,450,000
Last Business Day (as defined in the Merger Agreement) of the 2nd month of each calendar quarter beginning on or after April 1, 2024 (if applicable)		Shortfall (if any)

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Section 1.2      Payments. Not later than each Payment Date, each Support Payor shall make, or cause to be made, a payment to EVA (each, a “Support Payment”) in immediately available funds and in U.S. dollars in an amount equal to the lesser of (a) such Support Payor’s Pro Rata Portion for such Payment Date and (b) the total cash dividends or distributions received in the calendar quarter in which such Payment Date occurs (plus, in the case of the Payment Date that occurs in the first calendar quarter of 2022, the total cash dividends or distributions received in the calendar quarter immediately preceding the calendar quarter in which such Payment Date occurs, which shall, for purposes of this Article 1, be treated as dividends or distributions received in the first calendar quarter of 2022) by or on behalf of such Support Payor in respect of the EVA Support Securities held by such Support Payor as of the record date for such dividends (“EVA Support Dividends”). If such Support Payor’s Pro Rata Portion for a Payment Date exceeds the amount of such Support Payor’s EVA Support Dividends received in the calendar quarter in which such Payment Date occurs (in each case, after giving effect to any assignment by any Support Payor of its Pro Rata Portions and any Transfer of EVA Support Securities to a transferee who has agreed to assume a proportionate share of such Support Payor’s Pro Rata Portions, such difference, a “Shortfall”), then such Shortfall shall be added to such Support Payor’s Pro Rata Portion for the immediately following Payment Date. Each Support Payment shall be applied first to such Support Payor’s Shortfall for any prior Payment Date and thereafter to such Support Payor’s Pro Rata Portion for the then current Payment Date. If a Shortfall exists after application of the Support Payment due on February 29, 2024, then such Support Payor shall continue to make, or cause to be made, Support Payments on each subsequent Payment Date in amounts equal to all EVA Support Dividends received in each such subsequent calendar quarter until such Shortfall has been reduced to zero. For the avoidance of doubt, the sole source of each Support Payor’s payment obligations under this Article 1 shall be such Support Payor’s (and such Support Payor’s controlled Affiliates’) EVA Support Dividends, if any. The obligations of each Support Payor under this Article 1 shall be several and not joint and several. Notwithstanding anything to the contrary, at any time and from time to time, any Support Payor may prepay all or a portion of its Pro Rata Portions under this Article 1 without penalty. Such prepayments, if made, shall reduce such Support Payor’s Pro Rata Portions (after giving effect to any assignment by such Support Payor of its Pro Rata Portions and any Transfer of EVA Support Securities to a transferee who has agreed to assume a proportionate share of such Support Payor’s Pro Rata Portions) for each remaining subsequent Payment Date until all such amounts are extinguished.

Section 1.3      For purposes of this Article 1:

(a)            “EVA Support Securities” shall be limited to, without duplication and subject to any Transfers of EVA Support Securities in accordance with this Agreement, (i) in the case of the Riverstone Echo Funds, (x) the 7,578,921 EVA Units held directly by the Riverstone Echo Funds immediately prior to the Holdings Merger plus (y) the EVA Units acquired by the Riverstone Echo Funds in the Holdings Merger (other than any DRIP Securities), (ii) in the case of PledgeCo, the 6,007,454 EVA Units held by PledgeCo immediately prior to the Holdings Merger, and (iii) in each such case, the EVA Common Stock into which the EVA Units specified in clauses (i) or (ii) will convert or be exchanged in the EVA Conversion or the Acquisition I Merger, as applicable.

Section 1.4      Tax Treatment. Except as otherwise required by law, the Parties intend that any payments made under Article 1 of this Agreement will be characterized for U.S. federal income tax purposes as additional consideration paid for equity interests of EVA under the Merger Agreement (excluding the DRIP Securities).

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Section 1.5      Schedule I. A separate Schedule I shall be attached to this Agreement for each Unitholder; provided, however, that no Management Unitholder shall be entitled to view or receive a copy of any other Management Unitholder’s Schedule I. Each Unitholder’s Schedule I shall set forth such Unitholder’s Pro Rata Portions (if applicable), aggregate number of DRIP Securities, and aggregate number of EVA Support Securities (if applicable).

Section 1.7      Acquisition I Merger In connection with the Acquisition I Merger and the acquisition directly or indirectly by the Riverstone Echo Funds of the EVA Securities issued in exchange for the EVA Securities held by PledgeCo immediately prior to the Acquisition I Merger (the “PledgeCo EVA Securities”), and without further action on the part of any Party or other person, (a) PledgeCo shall automatically cease to be a Support Payor and a Party, (b) PledgeCo shall be deemed to have assigned and Transferred to each of the Riverstone Echo Funds, and each of the Riverstone Echo Funds shall be deemed to have assumed, in each case, pro rata to such Riverstone Echo Fund’s equity ownership of Acquisition I prior to the Acquisition I Merger, the obligations of PledgeCo under Article 1 hereunder, and (c) Schedule I of PledgeCo and each Riverstone Echo Fund shall be updated to reflect the foregoing.

Article 2
DIVIDEND REINVESTMENT

Section 2.1      Dividend Reinvestment. Each Unitholder agrees to reinvest all regular quarterly distributions or dividends in respect of such Unitholder’s DRIP Securities (if any) in respect of all calendar quarters from the calendar quarter ending September 30, 2021 through and including the calendar quarter ending December 31, 2024 (“EVA DRIP Dividends”). To the extent EVA has established and made available a broad distribution or dividend reinvestment plan (i.e., a plan registered on Form S-3D or any appropriate successor form), the Unitholders’ reinvestment will be pursuant to such plan. To the extent no such plan is available, then, subject to applicable law, the Unitholders’ reinvestment in EVA will be made in a private sale between such Unitholder and EVA, with the EVA Securities issued pursuant thereto at a purchase price equal to twenty (20) day volume weighted average closing price (“VWAP”) of such EVA Securities on the New York Stock Exchange (or such other national securities exchange on which EVA Securities are then traded) as of the trading day prior to the date such units or shares trade “ex-div” in respect of the applicable calendar quarter. Any EVA Securities issued on account of reinvested distributions or dividends on DRIP Securities will be DRIP Securities for all purposes of this Agreement.

Section 2.2      Transfer Agent. Each Management Unitholder agrees that such Management Unitholder’s DRIP Securities shall be held by EVA’s transfer agent (the “Transfer Agent”) until the reinvestment obligations of such Management Unitholder under Section 2.1 have terminated. At the request of such Management Unitholder, EVA shall instruct the Transfer Agent to transfer all DRIP Securities that are not otherwise required to be held by the Transfer Agent pursuant to any other agreement to which such Management Unitholder is a party to such Management Unitholder when the applicable restrictions and obligations hereunder have been satisfied in full and to remove the legend set forth in Section 3.2(e).

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Article 3
VOTING and transfers

Section 3.1      Voting. Each Unitholder agrees that, if EVA seeks unitholder approval of the EVA Conversion and any transactions or matters related thereto, such Unitholder shall, and shall cause such Unitholder’s Affiliates to, vote all EVA Units then held (directly or indirectly) by such Unitholder or such Unitholder’s Affiliates (whether acquired in the public market, as a result of the Holdings Merger, or otherwise) in favor of the EVA Conversion and such other proposals related thereto; provided, however, the Unitholders’ obligations under this Section 3.1 shall terminate automatically upon the earlier of the (a) completion of the unitholder vote regarding the EVA Conversion and (b) EVA’s determination to abandon or terminate the EVA Conversion (the “Conversion Termination”); provided further, however, that if the EVA Conversion based on the Plan of Conversion does not occur on or prior to December 30, 2021 and a Riverstone Echo Fund reasonably determines that the EVA Conversion based on the Plan of Conversion could have material adverse tax consequences to the beneficial owners of such Rivertone Echo Fund, (i) the Riverstone Echo Funds and EVA shall cooperate in good faith to restructure the EVA Conversion in a manner reasonably acceptable to each of the Riverstone Echo Funds and to EVA and (ii) neither of the Riverstone Echo Funds shall have any obligation to vote in favor of the EVA Conversion based on the Plan of Conversion.

Section 3.2      Transfer Restrictions.

(a)            Each Unitholder agrees that such Unitholder shall not, and shall not permit any controlled Affiliate of such Unitholder to, Transfer any EVA Securities held (directly or indirectly) by such Unitholder or such Unitholder’s Affiliates (whether acquired in the public market, as a result of the Holdings Merger, or otherwise) until the earlier of (i) the completion of the unitholder vote regarding the EVA Conversion and (ii) the EVA Conversion Termination; provided, however, the foregoing restrictions shall not apply to Transfers between or among a Unitholder and its Affiliates provided that in the case of a Transfer from a Unitholder to one or more of such Unitholder’s Affiliates each such transferee executes and delivers to EVA a Joinder pursuant to which such transferee shall become a Unitholder for purposes of this Article 3.

(b)            Subject to Section 3.2(a), each Unitholder’s EVA Securities shall remain freely transferable and neither Article 1 nor Article 2 shall restrict the ability of any Unitholder to Transfer EVA Securities; provided that (i) with respect to Transfers of EVA Support Securities, (A) such Unitholder shall Transfer a proportionate share of its Pro Rata Portions and the obligations of such transferring Unitholder under Article 1 with respect to the EVA Support Securities so Transferred to a transferee who expressly assumes such share and obligations and executes and delivers to EVA a joinder agreement in the form of Exhibit A hereto (a “Joinder”), and, if applicable, the applicable Schedule Is shall be updated to reflect the modified Pro Rata Portions, or (B) in the event that such transferee does not execute a Joinder, such transferring Unitholder shall, in connection with such Transfer, prepay a proportionate share of its aggregate Pro Rata Portions of the support obligations under Article 1; and (ii) with respect to Transfers of DRIP Securities, (A) such Unitholder shall Transfer a proportionate share of the obligations of such transferring Unitholder under Article 2 with respect to such transferred DRIP Securities to a transferee who expressly assumes such obligations and executes and delivers to EVA a Joinder, and the applicable Schedule Is shall be updated to reflect the modified numbers of DRIP Securities and (B) solely with respect to Transfers of DRIP Securities by a Riverstone Echo Fund, instead of complying with the foregoing requirement in (A) to execute a Joinder, such Riverstone Echo Fund may agree that to the extent any DRIP Securities are Transferred without a corresponding assumption of obligations under Article 2, then such transferring Riverstone Echo Fund will, immediately following each calendar quarter through the calendar quarter ending December 31, 2024 and subject to applicable law, purchase from EVA in a private sale a number of newly issued EVA Securities equal to (x) the aggregate quarterly distribution with respect to such Transferred EVA Securities divided by (y) the purchase price for each new EVA Security, which shall be equal to the twenty (20) day VWAP of such EVA Security on the New York Stock Exchange (or such other national securities exchange on which EVA Securities are traded) as of the trading day prior to the date such units or shares trade “ex-div” in respect of the applicable calendar quarter.

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(c)            For purposes of this Agreement, the term “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase, or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

(d)            Each book entry for the EVA Securities shall contain a notation, and each certificate (if any) evidencing the EVA Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.”

(e)            In addition to the legend requirements of Section 3.2(d), each book entry for the DRIP Securities shall contain a notation, and each certificate (if any) evidencing the DRIP Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“IN ADDITION, THESE SECURITIES ARE SUBJECT TO THE APPLICABLE PROVISIONS OF THE SUPPORT AGREEMENT, DATED AS OF OCTOBER 14, 2021, BY AND AMONG ENVIVA PARTNERS, LP (WITH ITS SUCCESSORS AND PERMITTED ASSIGNS) AND EACH OF THE OTHER PARTIES THERETO, INCLUDING SECTION 2.1 (DIVIDEND REINVESTMENT) AND THE LIMITATIONS ON TRANSFER SET FORTH IN SECTION 3.2 (TRANSFER RESTRICTIONS) THEREOF.”

(f)            In addition to the legend requirements of Section 3.2(d), each book entry for the EVA Support Securities shall contain a notation, and each certificate (if any) evidencing the EVA Support Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“IN ADDITION, THESE SECURITIES ARE SUBJECT TO THE APPLICABLE PROVISIONS OF THE SUPPORT AGREEMENT, DATED AS OF OCTOBER 14, 2021, BY AND AMONG ENVIVA PARTNERS, LP (WITH ITS SUCCESSORS AND PERMITTED ASSIGNS) AND EACH OF THE OTHER PARTIES THERETO, INCLUDING ARTICLE 1 (SUPPORT OBLIGATIONS) AND THE LIMITATIONS ON TRANSFER SET FORTH IN  SECTION 3.2 (TRANSFER RESTRICTIONS) THEREOF.”

(g)            In addition to the legend requirements of Section 3.2(d), each book entry for the EVA Support Securities held directly or indirectly by the Riverstone Echo Funds immediately prior to the Merger shall contain a notation, and each certificate (if any) evidencing such EVA Support Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY WERE HELD DIRECTLY OR INDIRECTLY BY THE RIVERSTONE ECHO FUNDS (AS DEFINED IN THE SUPPORT AGREEMENT) IMMEDIATELY PRIOR TO THE MERGER CONSUMMATED PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 14, 2021, BY AND AMONG Enviva Partners Merger Sub, LLC, ENVIVA Holdings, LP, ENVIVA PARTNERS, LP AND EACH OF THE OTHER PARTIES THERETO.”

(h)            The legend requirements of Section 3.2(d) shall terminate as to the applicable EVA Securities (i) when and so long as such EVA Securities shall have been effectively registered under the Securities Act of 1933, as amended (the “Securities Act”) and disposed of pursuant thereto or disposed of pursuant to the provisions of Rule 144 under the Securities Act (or any successor rule) thereof or (ii) when EVA shall have received an opinion of counsel (or such other evidence) reasonably satisfactory to it that such EVA Securities may be Transferred without registration thereof under the Securities Act and that such legend may be removed.   The legend requirements of Sections 3.2(e) and 3.2(f), as applicable, shall terminate when the applicable restrictions and obligations under the Support Agreement have been satisfied in full, and the legend requirements of Section 3.2(g) shall terminate contemporaneously with the termination of the legend requirements of Section 3.2(f).  Whenever the restrictions imposed by Section 3.2(d), (e), (f), or (g), as applicable, shall terminate as to any EVA Securities, the holder thereof, shall be entitled to removal of the applicable book-entry notation or, if such EVA Securities are certificated, to receive from EVA, at EVA’s expense, a new certificate not bearing the applicable restrictive legend.

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Article 4
MISCELLANEOUS

Section 4.1      Entire Agreement. This Agreement supersedes each of the Existing Support Agreements and all prior oral discussions and written agreements among the Parties with respect to the subject matter of this Agreement. This Agreement contains the sole and entire agreement among the Parties hereto with respect to the subject matter hereof.

Section 4.2      Acknowledgement. Each of the Original Parties and EVA hereby acknowledges and agrees that (a) each of the Existing Support Agreements to which it is a party is being amended, restated, and novated for the purposes stated herein, (b) no Original Party nor any Unitholder nor any Affiliate of any Unitholder has any further rights or obligations under the Existing Support Agreements, and (c) all obligations of the Original Parties and EVA pursuant to the Existing Support Agreements required to be satisfied or performed prior to the date hereof have been satisfied or performed in full. Each of Holdings and Lucedale further acknowledges and agrees that, for the avoidance of doubt, the Guaranty, dated as of July 1, 2021, by and between Holdings and Lucedale shall automatically terminate in accordance with its terms concurrently with the execution of this Agreement.

Section 4.3      Successors and Assigns.

(a)            All of the terms of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

(b)            Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assignable by (i) EVA without the prior written consent of each of the Riverstone Echo Funds or (ii) a Unitholder without the prior written consent of EVA; provided, however, EVA may assign its rights, interests, or obligations hereunder to a wholly owned subsidiary of EVA or to Enviva Inc. without the prior written consent of any Party; provided, further, that, without the prior written consent of EVA, (A) the obligations set forth in Article 1 may be assigned by a Support Payor in connection with a Transfer of EVA Securities to a transferee who expressly assumes the obligations of such Support Payor set forth in Article 1 and executes and delivers a Joinder to EVA in accordance with Section 3.2(b)(i)(A); (B) the obligations set forth in Article 2 relating to DRIP Securities may be assigned by a Unitholder in connection with a Transfer of such DRIP Securities, subject to compliance with the requirements of Section 3.2(b); and (C) the obligations set forth in Article 3 relating to voting and Transfers may be assigned by a Unitholder to such Unitholder’s Affiliate subject to compliance with the requirements of Section 3.2(a).

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Section 4.4      Amendments and Waivers. All amendments to this Agreement (including to any Schedule I) must be in writing and signed by EVA and each of the Riverstone Echo Funds; provided, however, that any amendment that would materially and adversely affect any Unitholder, in such Unitholder’s capacity as a Unitholder, must also be approved by such adversely affected Unitholder; provided, further, however, that any amendment that would materially and adversely affect (on a proportionate basis) all of the Unitholders that, immediately prior to the Effective Time, held Series B Units (the “Management Unitholders”), in their respective capacities as such, may in lieu of the approval of each Management Unitholder pursuant to the preceding proviso, instead be approved by the Management Unitholders then holding a majority of the EVA Securities held by all Management Unitholders. EVA and each of the Riverstone Echo Funds, as applicable, may, only by an instrument in writing, waive compliance by any Unitholder (in the case of a waiver given by EVA) or EVA (in the case of a waiver given by the Riverstone Echo Funds) with any term or provision of this Agreement. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power, or remedy by a Party, and no course of dealing between the Parties, shall constitute a waiver of any such right, power, or remedy. Notwithstanding anything to the contrary, any Unitholder’s Schedule I may be amended by EVA from time to time without the consent of any other Party to reflect changes in such information (including changes to such Unitholder’s Pro Rata Portions as a result of a Transfer of EVA Support Securities by such Unitholder in compliance with this Agreement and changes to such Unitholder’s number of DRIP Securities as a result of a Transfer of DRIP Securities by such Unitholder in compliance with this Agreement) in accordance with this Agreement. Any other amendment to a Unitholder’s Schedule I shall also require the consent of such Unitholder.

Section 4.5      Notices. Unless otherwise provided herein, all notices, requests, consents, approvals, demands, and other communications to be given hereunder will be in writing and will be deemed given upon(a)  confirmed delivery by a reputable overnight carrier or when delivered by hand, addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice); (b) actual receipt; (c) the expiration of four (4) Business Days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice); or (d) delivery by electronic mail to a Party at the electronic mail address set forth below (or at such other address as such Party shall designate by like notice):

If to any Unitholder, to the address set forth in such Unitholder’s Schedule I.

If to EVA or an Original Party, addressed to:

Enviva Partners, LP or, from and after the EVA Conversion,
Enviva Inc.
7272 Wisconsin Avenue
Suite 1800
Bethesda, MD 20814
Attn: General Counsel
Email: william.schmidt@envivabiomass.com

Section 4.6      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof.

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Section 4.7      Dispute Resolution; Waiver of Jury Trial.

(a)            Each of the Parties (i) consents to submit itself to the exclusive personal jurisdiction and venue of any U.S. federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Agreement or any of the transactions contemplated hereby, (ii) agrees it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees it will not bring any such suit in any court other than a U.S. federal or state court sitting in the State of Delaware, (iv) irrevocably agrees any such suit (whether at law, in equity, in contract, in tort, or otherwise) shall be heard and determined exclusively in such U.S. federal or state court sitting in the State of Delaware, (v) agrees to service of process in any such action in any manner prescribed by the laws of the State of Delaware, and (vi) agrees service of process upon such Party in any action or proceeding shall be effective if notice is given in accordance with Section 4.5.

(b)            EACH PARTY ACKNOWLEDGES AND AGREES ANY SUCH CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 4.8      Severability. In the event any of the provisions hereof are held to be invalid or unenforceable under applicable laws, the remaining provisions hereof will not be affected thereby. In such event, the Parties hereto agree and consent such provisions and this Agreement will be modified and reformed so as to effect the original intent of the Parties as closely as possible with respect to those provisions that were held to be invalid or unenforceable.

Section 4.9      Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties, any right or remedies under or by reason of this Agreement; provided that Affiliates of Unitholders are intended third party beneficiaries of and are entitled to enforce the provisions of Section 4.2 hereof.

Section 4.10      Counterparts. This Agreement may be executed by electronic mail exchange of .pdf signature pages and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered (including by electronic mail exchange of .pdf signature pages) to the other Parties hereto.

Section 4.11      Specific Performance. The Parties agree if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and money damages may not be a sufficient remedy. In addition to any other remedy at law or in equity, each of the Unitholders and EVA shall be entitled to specific performance by each other Party of its obligations under this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy.

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Section 4.12          Certain Definitions. For purposes of this Agreement, the term “Affiliate” means with respect to a person, any other person controlling, controlled by, or under common control with such person, and “control”, including the correlative terms “controlling”, “controlled by”, and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through ownership of voting securities, by contract or otherwise.

Section 4.13         Reorganization.

(a)          Notwithstanding anything to the contrary in this Agreement (including Article 3), if the definitive proxy statement for the EVA Conversion based on the Plan of Conversion has not been mailed by December 16, 2021 and as of such time the EVA Conversion Termination has not occurred, the Riverstone Echo Funds may (but shall not be required to) cause any or all of the other Unitholders to contribute such Unitholder’s EVA Units to an entity (the “Newco”), which entity may be controlled directly or indirectly by the Riverstone Echo Funds, in exchange for equity interests in such entity for the purpose of effecting an EVA Conversion using an alternate structure (any such conversion, contribution or exchange, as applicable, a “Reorganization”); provided, however, that to the extent applicable (as determined by the Riverstone Echo Funds) in connection with any Reorganization, each Unitholder (in its capacity as a Unitholder) shall retain such Unitholder’s respective rights, obligations and privileges relative to each of the other Unitholders (in their respective capacities as such) as set forth in the Transaction Documents (as defined in the Merger Agreement) and in any other agreement then in effect by or among a Unitholder and the Riverstone Echo Funds with respect to such EVA Units. The Unitholders shall take all actions reasonably requested by the Riverstone Echo Funds in connection with the consummation of such Reorganization, including (i) consenting to, voting for and waiving any dissenters’ rights, appraisal rights or similar rights and (ii) participating in any exchange or other transaction required in connection with such Reorganization. No Unitholder (other than the Riverstone Echo Funds) shall have any right to vote, consent to or approve any Reorganization.

(b)         At the request of the Riverstone Echo Funds, EVA shall cooperate in good faith to effect a mutually agreeable tax efficient structure for the EVA Conversion.

(c)          In connection with a Reorganization, the Riverstone Echo Funds may (but shall not be required to) cause the Unitholders who contribute EVA Units to Newco to assign and Transfer to Newco the obligations of such contributing Unitholders hereunder. In such case, the Riverstone Echo Funds shall cause Newco to execute a Joinder, and Schedule I of each of the contributing Unitholders and Newco shall be updated to reflect the foregoing. In no event shall any EVA Units contributed by any of the Management Unitholders to Newco constitute EVA Support Securities nor shall any distributions or dividends on such EVA Units constitute EVA Support Dividends. To the extent Newco assumes any obligations hereunder in connection with a Reorganization, the contributing Unitholders shall cause Newco to assign and Transfer to the contributing Unitholders, and the contributing Unitholders shall assume, all such obligations prior to such time that EVA Units are converted into or exchanged for EVA Common Stock in connection with the Conversion, and Schedule I of the contributing Unitholders and Newco shall be updated to reflect the foregoing.

[The remainder of this page has been left blank intentionally; the signature pages follow.]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

ENVIVA PARTNERS, LP

By: Enviva Partners GP, LLC, as its sole general partner

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.

By: Riverstone ECF GP, LLC, its general partner

By: /s/ Peter Haskopoulos

Name: Peter Haskopoulos

Title: Managing Director

RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.

By: Riverstone Echo Rollover GP, LLC, its general partner

By: /s/ Peter Haskopoulos

Name: Peter Haskopoulos

Title: Managing Director

Signature Page to

Support Agreement

ENVIVA COLLATERAL PLEDGECO, LLC

By: Enviva Cottondale Acquisition I, LLC, its member

By: Riverstone Echo Continuation Holdings, L.P., its member

By: Riverstone ECF GP, LLC, its general partner

By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos

Title: Managing Director

By: Riverstone Echo Rollover Holdings, L.P., its member

By: Riverstone Echo Rollover GP, LLC, its general partner

By:	/s/ Peter Haskopoulos
Name:	Peter Haskopoulos

Title: Managing Director

Signature Page to

Support Agreement

/s/ John K. Keppler

John K. Keppler

/s/ Thomas Meth

Thomas Meth

/s/ William H. Schmidt, Jr.

William H. Schmidt, Jr.

/s/ Shai S. Even

Shai S. Even

/s/ Edward R. Smith

Edward R. Smith

/s/ Yanina A. Kravtsova

Yanina A. Kravtsova

/s/ Joseph N. Lane

Joseph N. Lane

/s/ Nortbert A. Hintz

Norbert A. Hintz

/s/ John-Paul D. Taylor

John-Paul D. Taylor

Signature Page to

Support Agreement

ACKNOWLEDGED AND AGREED,

as of the date first written above, with respect to, as applicable, (a) that certain Make-Whole Agreement, dated as of July 1, 2020, by and between Enviva Holdings, LP and Enviva, LP, (b) that certain Letter Agreement, dated as of July 1, 2020, by and among Enviva Management Company, LLC, Enviva Partners, LP, Enviva Partners GP, LLC, and certain subsidiaries of Enviva Partners, LP named therein, (c) that certain Make-Whole Agreement, dated as of July 1, 2021, by and between Enviva Holdings, LP and Enviva, LP, (d) that certain Letter Agreement, dated as of July 1, 2021, by and among Enviva Management Company, LLC, Enviva Partners, LP, Enviva Partners GP, LLC, and certain subsidiaries of Enviva Partners, LP named therein, (e) that certain Interim Services Agreement, dated as of July 1, 2021, by and among Enviva Lucedale Operator, LLC, Enviva Pellets Lucedale, LLC, and Enviva Management Company, LLC, and (f) that certain Affiliate Wood Supply Master Agreement, dated as of July 2015, by and between Enviva FiberCo, LLC and Enviva Pellets Northampton, LLC (on behalf of itself and its affiliates), and all confirmations thereunder:

ENVIVA HOLDINGS, LP

By: Enviva Holdings GP, LLC, as its sole general partner

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA MANAGEMENT COMPANY, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA LUCEDALE OPERATOR, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

Signature Page to

Support Agreement

ENVIVA PARTNERS GP, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA, LP

By: Enviva GP, LLC, as its sole general partner

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA GP, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS AHOSKIE, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

Signature Page to

Support Agreement

ENVIVA PELLETS AMORY, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS NORTHAMPTON, LLC

(on behalf of itself and its affiliates)

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS COTTONDALE, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PORT OF CHESAPEAKE, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA ENERGY SERVICES, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

Signature Page to

Support Agreement

ENVIVA PELLETS SAMPSON, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS SOUTHAMPTON, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PORT OF PANAMA CITY, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PORT OF WILMINGTON, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS WAYCROSS, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

Signature Page to

Support Agreement

ENVIVA PORT OF SAVANNAH, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS GREENWOOD HOLDINGS II, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS GREENWOOD HOLDINGS, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PELLETS GREENWOOD, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA JV2 HOLDINGS, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

Signature Page to

Support Agreement

ENVIVA PELLETS LUCEDALE, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA PORT OF PASCAGOULA, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

ENVIVA FIBERCO, LLC

By: /s/ Shai S. Even

Name: Shai S. Even

Title: Executive Vice President and Chief Financial Officer

Signature Page to

Support Agreement

EX-10.2

Exhibit 10.2

SEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 14, 2021 (this “Agreement”), by and among the undersigned Lenders, ENVIVA PARTNERS, LP, a Delaware limited partnership (the “Administrative Borrower”), ENVIVA, LP, a Delaware limited partnership (the “Subsidiary Borrower” and, together with the Administrative Borrower, the “Borrowers”) and CERTAIN SUBSIDIARIES OF THE ADMINISTRATIVE BORROWER, as Guarantors, and acknowledged by BARCLAYS BANK PLC (“Barclays”), as Administrative Agent and Collateral Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of April 9, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to giving effect to this Agreement, the “Existing Credit Agreement”), by and among the Borrowers and the Lenders party thereto from time to time, Barclays, as Administrative Agent and as Collateral Agent, and the other Persons party thereto.

WHEREAS, each of the parties hereto has agreed to amend the Existing Credit Agreement in the manner set forth in Section 2 hereof subject to the terms and conditions set forth herein.

WHEREAS, each Loan Party party hereto expects to realize substantial direct and indirect benefits as a result of this Agreement becoming effective and agrees to reaffirm its obligations pursuant to the Amended Credit Agreement, the Security Documents and the other Loan Documents to which it is a party.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1.            Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The rules of construction specified in Sections 1.02 of the Amended Credit Agreement also apply to this Agreement, mutatis mutandis, as if fully set forth herein.

2.            Amendment. Each of the parties hereto agrees that, on and as of the Seventh Amendment Effective Date and subject to the terms and conditions set forth in this Agreement, the Existing Credit Agreement shall be amended as follows (the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”):

(i)           The definition of “Change in Control” Section forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Change in Control” shall mean the occurrence of any of the following:

(a)            prior to the Corporate Conversion, a majority of the seats (other than vacant seats) on the board of directors or managers of the General Partner (or if the General Partner does not have a board of directors or managers, of the entity controlling the General Partner that has a board of directors or managers) shall at any time be occupied by Persons who were neither (i) appointed or nominated by a Riverstone Entity or the Administrative Borrower nor (ii) appointed or nominated by a majority of the directors or managers of the General Partner (or if the General Partner does not have a board of directors or managers, of the entity controlling the General Partner that has a board of directors or managers) so appointed or nominated;

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(b)            prior to the Corporate Conversion, the Riverstone Entities or the Administrative Borrower shall fail to Beneficially Own, directly or indirectly, equity interests representing more than 50% of (i) the aggregate ordinary voting power represented by the issued and outstanding equity interests of the General Partner or (ii) the economic interests represented by the issued and outstanding equity interests of the General Partner;

(c)            following the occurrence of the Partnership Consolidation, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Riverstone Entities becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, directly or indirectly, of thirty-five percent (35%) or more of the equity interests of the Administrative Borrower entitled to vote for members of the board of directors or equivalent governing body of the Administrative Borrower on a fully-diluted basis;

(d)           prior to the Corporate Conversion, the General Partner shall cease to be the sole general partner of the Administrative Borrower or shall fail to directly Beneficially Own (free and clear of all Liens other than Permitted Equity Liens) 100% of the general partner interests in the Administrative Borrower;

(e)            the Administrative Borrower shall cease to Beneficially Own, directly or indirectly, equity interests representing 100% of both (i) the aggregate ordinary voting power represented by the issued and outstanding equity interests of the Subsidiary Borrower and (ii) the economic interests represented by the issued and outstanding equity interests of the Subsidiary Borrower; or

(f)           a “Change in Control” or similar event shall occur and be continuing under any Material Indebtedness of the Administrative Borrower or any Restricted Subsidiary.”

(ii)         Section 1.01 of the Existing Credit Agreement is hereby further amended to add the following definition in the appropriate alphabetical order:

“Corporate Conversion” shall mean the conversion of the Administrative Borrower from a partnership to a corporation pursuant to applicable Delaware law.

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“Partnership Consolidation” shall mean the earlier to occur of (a) the Corporate Conversion and (b) the General Partner becoming a direct or indirect Wholly Owned Subsidiary of the Administrative Borrower.

3.            Representations and Warranties. By its execution of this Agreement, each Loan Party hereby represents and warrants that, as of the date hereof:

a. such Loan Party (i) has the organizational power and authority to execute, deliver and carry out the terms of this Agreement, (ii) has taken all necessary organizational action to authorize the execution, delivery and performance of this Agreement and (iii) has duly executed and delivered this Agreement;

b. this Agreement and the Amended Credit Agreement constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

c. the representations and warranties of each Loan Party set forth in Article III of the Amended Credit Agreement and in each other Loan Document are true and correct in all material respects (other than representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations were true and correct in all material respects as of such earlier date; and

d. immediately before and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.

4.            Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions (the first date on which all such conditions are satisfied, the “Seventh Amendment Effective Date”):

a. Execution of this Agreement. The Administrative Agent shall have received duly executed counterparts of this Agreement from the Borrowers, each other Loan Party and Lenders collectively constituting the Required Lenders.

b. Payment of Fees and Expenses. The Borrowers shall have paid (or caused to be paid), to the extent invoiced at least three (3) Business Days prior to the Seventh Amendment Effective Date, all costs, fees and expenses of Barclays (including, without limitation, legal fees and expenses) required to be paid by the Borrowers.

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5.            Reaffirmations.

a. Each Loan Party, subject to the terms and limits contained in the Amended Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing Credit Agreement effected pursuant to this Agreement. Each Loan Party hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement.

b. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended Credit Agreement), subject to the terms contained in the applicable Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Loan Document to which it is a party.

6.            Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.08 of the Amended Credit Agreement.

7.           Entire Agreement. This Agreement, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

8.            Effect of the Amendment. On and after the Seventh Amendment Effective Date, (i) each reference to the “Credit Agreement” in any Loan Document shall be deemed to be a reference to the Amended Credit Agreement, (ii) the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, mean the Amended Credit Agreement, and (iii) this Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. Except as expressly provided in this Agreement, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents. Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of the Existing Credit Agreement.

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9.            GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

10.           Miscellaneous. The provisions of Sections 9.11 and 9.15 of the Amended Credit Agreement are incorporated by reference herein and made a part hereof.

11.           Severability. In case any provision in or obligation hereunder or under any other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

12.           Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other customary means of electronic transmission (e.g., “.pdf”) shall be as effective as delivery of a manually executed counterpart hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation amendments, waivers and consents) shall be deemed to include electronic signatures on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute the Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

BARCLAYS BANK PLC, as a Lender
By:	/s/ May Huang
Name:	May Huang
Title:	Assistant Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

CITIBANK, N.A., as a Lender
By:	/s/ Ashwani Khubani
Name:	Ashwani Khubani
Title:	Managing Director / Authorized Signatory

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

AMERICAN AGCREDIT, PCA, as a Lender
By:	/s/ Daniel K. Hansen
Name:	Daniel K. Hansen
Title:	Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

GreenStone Farm Credit Services, ACA, as a Lender
By:	/s/ Shane Prichard
Name:	Shane Prichard
Title:	VP of Capital Markets

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

AGFIRST FARM CREDIT BANK, as a Lender
By:	/s/ Steven J. O’Shea
Name:	Steven J. O’Shea
Title:	Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

Northwest Farm Credit Services, as a Lender
By:	/s/ Kaylee Leep
Name:	Kaylee Leep
Title:	Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

Goldman Sachs Bank USA, as a Lender
By:	/s/ Dan Martis
Name:	Dan Martis
Title:	Authorized Signatory

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

HSBC Bank USA, National Association, as a Lender
By:	/s/ Chris Burns
Name:	Chris Burns
Title:	Senior Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

Royal Bank of Canada, as a Lender
By:	/s/ Mark W. Condon
Name:	Mark W. Condon
Title:	Authorized Signatory

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

Farm Credit East, ACA, as a Lender
By:	/s/ Eric W. Pohlman
Name:	Eric W Pohlman
Title:	Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

Bank of Montreal, Chicago Branch, as a Lender
By:	/s/ Darren Thomas
Name:	Darren Thomas
Title:	Director

[Signature Page to Seventh Amendment to Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.

JPMORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Devin Roccisano
Name:	Devin Roccisano
Title:	Executive Director

[Signature Page to Seventh Amendment to Credit Agreement]

ENVIVA PARTNERS, LP
By:	ENVIVA PARTNERS, GP, LLC, its general partner
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA, LP
By:	ENVIVA GP, LLC, as its sole general partner
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

GUARANTORS:
ENVIVA GP, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA PARTNERS FINANCE CORP
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA PELLETS WAYCROSS HOLDINGS, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA PELLETS WAYCROSS HOLDINGS SUB, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

ENVIVA ENERGY SERVICES, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA PELLETS AHOSKIE, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA PELLETS AMORY, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer
ENVIVA PELLETS COTTONDALE, LLC
By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

ENVIVA PELLETS NORTHAMPTON, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PELLETS SAMPSON, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PELLETS SOUTHAMPTON, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PELLETS WAYCROSS, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PORT OF CHESAPEAKE, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

ENVIVA PORT OF PANAMA CITY, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PORT OF SAVANNAH, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PORT OF WILMINGTON, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PELLETS GREENWOOD HOLDINGS II, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

ENVIVA PELLETS GREENWOOD HOLDINGS, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PELLETS GREENWOOD, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PELLETS LUCEDALE, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

ENVIVA PORT OF PASCAGOULA, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

ENVIVA DEVELOPMENT FINANCE COMPANY, LLC

By:	/s/ Shai S. Even
	Name:	Shai S. Even
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Seventh Amendment to Credit Agreement]

Acknowledged:

BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent

By:	/s/ May Huang
Name:	May Huang
Title:	Assistant Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

EX-10.3

Exhibit 10.3

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) dated as of October 14, 2021 is entered into by and among Enviva Partners, LP, a Delaware limited partnership (“EVA”), Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of EVA (“EVA GP”), and Enviva Holdings, LP, a Delaware limited partnership (“Sponsor”). EVA, EVA GP, and Sponsor are collectively referred to herein as the “Parties” and individually as a “Party”.

RECITALS:

WHEREAS, EVA, EVA GP, and Sponsor are parties to that certain Amended and Restated Purchase Rights Agreement, dated as of February 24, 2020 (the “Purchase Rights Agreement”); and

WHEREAS, the Parties desire to terminate the Purchase Rights Agreement pursuant to Section 6.8 of that certain Agreement and Plan of Merger, dated as of the date hereof, by and among EVA, Sponsor, Enviva Partners Merger Sub, LLC, and the other parties named therein.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby warrant, covenant, and agree as follows:

1.            The Parties hereby agree that the Purchase Rights Agreement is hereby irrevocably terminated, effective as of the date hereof, and without any further action by any Party. From and after the date hereof, the Purchase Rights Agreement will be of no further force or effect, and the rights and obligations of each of EVA, EVA GP, and Sponsor shall terminate. The Parties waive any notice requirement under the Purchase Rights Agreement to terminate the Purchase Rights Agreement.

2.            The Parties agree, from time to time and without any further consideration, each of them will execute and deliver, or cause to be executed and delivered, such further agreements and instruments and take such other action(s) as may be necessary to effectuate the provisions, purposes, and intents of this Agreement.

3.            All of the terms of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by either Party without the prior written consent of the other Party.

4.            All amendments to this Agreement must be in writing and signed by the Parties.

5.            This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law principles thereof.

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6.            Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties, any right or remedies under or by reason of this Agreement. 

7.            This Agreement may be executed by electronic mail exchange of .pdf signature pages or other electronic means and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered (including by electronic mail exchange of .pdf signature pages or other electronic means) to the other Parties.

8.            In the event any of the provisions hereof are held to be invalid or unenforceable under applicable laws, the remaining provisions hereof will not be affected thereby. In such event, the Parties agree and consent such provisions and this Agreement will be modified and reformed so as to effect the original intent of the Parties as closely as possible with respect to those provisions that were held to be invalid or unenforceable.

9.            In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, and affiliates, and their respective officers, directors, shareholders, members, successors, and assigns of each of the foregoing (collectively, “Releasors”) hereby releases, waives and forever discharges the other Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the Purchase Rights Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Agreement.

[The remainder of this page has been left blank intentionally. The signature page follows.]

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

ENVIVA PARTNERS, LP
By:	Enviva Partners GP, LLC, as its sole general partner

By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer

ENVIVA PARTNERS GP, LLC
By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer
ENVIVA HOLDINGS, LP
By:	Enviva Holdings GP, LLC, as its sole general partner
By:	/s/ William H. Schmidt, Jr.
Name:	William H. Schmidt, Jr.
Title:	Executive Vice President, Corporate Development and General Counsel

Signature Page to Termination Agreement 

Amended and Restated Purchase Rights Agreement 

EX-10.4

Exhibit 10.4

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) dated as of October 14, 2021 is entered into by and among Enviva Partners, LP, a Delaware limited partnership (“EVA”), Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”), and Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”). EVA, MLP Holdco, and Acquisition I are collectively referred to herein as the “Parties” and individually as a “Party”. 

RECITALS:

WHEREAS, EVA, MLP Holdco, and Acquisition I are parties to that certain Registration Rights Agreement, dated May 4, 2015 (the “Registration Rights Agreement”); and

WHEREAS, the Parties desire to terminate the Registration Rights Agreement pursuant to Section 6.8 of that certain Agreement and Plan of Merger, dated as of the date hereof, by and among EVA, Enviva Holdings, LP, Enviva Partners Merger Sub, LLC, and the other parties named therein.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby warrant, covenant, and agree as follows:

1.            The Parties hereby agree that the Registration Rights Agreement is hereby irrevocably terminated, effective as of the date hereof, and without any further action by any Party. From and after the date hereof, the Registration Rights Agreement will be of no further force or effect, and the rights and obligations of each of EVA, MLP Holdco and Acquisition I shall terminate.

2.            The Parties agree that, from time to time and without any further consideration, each of them will execute and deliver, or cause to be executed and delivered, such further agreements and instruments and take such other action(s) as may be necessary to effectuate the provisions, purposes, and intents of this Agreement.

3.            All of the terms of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by either Party without the prior written consent of the other Parties.

4.            All amendments to this Agreement must be in writing and signed by the Parties.

5.            This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the choice of law principles thereof.

6.            Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties, any right or remedies under or by reason of this Agreement.

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7.            This Agreement may be executed by electronic mail exchange of .pdf signature pages or other electronic means and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered (including by electronic mail exchange of .pdf signature pages or other electronic means) to the other Parties.

8.            In the event any of the provisions hereof are held to be invalid or unenforceable under applicable laws, the remaining provisions hereof will not be affected thereby. In such event, the Parties agree and consent such provisions and this Agreement will be modified and reformed so as to effect the original intent of the Parties as closely as possible with respect to those provisions that were held to be invalid or unenforceable.

9.            In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, and affiliates, and their respective officers, directors, shareholders, members, successors, and assigns of each of the foregoing (collectively, “Releasors”) hereby releases, waives and forever discharges the other Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the Registration Rights Agreement, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Agreement.

[The remainder of this page has been left blank intentionally. The signature page follows.] 

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

Enviva partners, lp
By:	Enviva Partners GP, LLC, as its sole general partner
By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer
ENVIVA MLP HOLDCO, LLC
By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer
ENVIVA COTTONDALE ACQUISITION I, LLC
By:	/s/ Shai S. Even
Name:	Shai S. Even
Title:	Executive Vice President and Chief Financial Officer

Signature Page to Termination Agreement

2015 Registration Rights Agreement 

EX-10.5

Exhibit 10.5

FIFTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Fifth Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of October 14, 2021 (the “Amendment Effective Date”) by and between Enviva Management Company, LLC, a Delaware limited liability company (the “Company”), and John K. Keppler (“Executive”) and supersedes and replaces in its entirety the Fourth Amended and Restated Employment Agreement (the “Prior Agreement”) dated November 24, 2020 by and between the Company and Executive.

1.            Employment. During the period commencing on the Amendment Effective Date and for the duration of the Employment Period (as defined in Section 4 below) (the “Specified Employment Period”), the Company shall continue to employ Executive, and Executive shall continue to serve, as Chairman, President and Chief Executive Officer of the Company, Enviva Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”) and the general partner of Enviva Holdings, LP, a Delaware limited partnership (“Holdings”), and such other Affiliates of the Company as may be designated by the Board of Directors of Holdings GP (the “Holdings Board”) from time to time.

2.            Duties and Responsibilities of Executive.

(a)            During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions identified in Section 1, as well as such additional duties as may be assigned to Executive by the Holdings Board from time to time.

(b)            Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder.

(c)            Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.

3.            Compensation.

(a)            Base Salary. During the Specified Employment Period, the Company shall pay to Executive an annualized base salary of $800,000 (the “Base Salary”) in consideration for Executive’s services under this Agreement, payable on a not less than biweekly basis, in conformity with the Company’s customary payroll practices for executives as in effect from time to time.

(b)            Annual Bonus. During the Specified Employment Period, Executive shall be eligible for discretionary bonus compensation for the 2021 calendar year and for each subsequent complete calendar year that Executive is employed by the Company hereunder (each, a “Bonus Year”) pursuant to the applicable incentive or bonus compensation plan of the Company, if any, that is applicable to similarly situated executives of the Company (each, an “Annual Bonus”). Each Annual Bonus shall have a target value that is not less than 150% of Executive’s Base Salary as in effect on the first day of the Bonus Year to which such Annual Bonus relates (the “Minimum Target Annual Bonus”); provided, however, that the Minimum Target Annual Bonus for the 2021 calendar year shall not be less than 150% of Executive’s Base Salary as in effect on the Amendment Effective Date. The performance targets that must be achieved in order to realize certain bonus levels shall be established by the Holdings Board or a committee thereof annually, in its sole discretion, and communicated to Executive in accordance with terms of the applicable incentive or bonus plan, if any, or if no such plan has been adopted, within the first 90 days of each applicable Bonus Year following 2021 (the most recently established target value for Executive’s Annual Bonus is referred to herein as the “Target Annual Bonus”). Each Annual Bonus, if any, will be paid as soon as administratively feasible after the Holdings Board or a committee thereof certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year.

(c)            Long-Term Incentive Plan. With respect to the 2021 calendar year and each subsequent calendar year during the Specified Employment Period, Executive shall be eligible to receive annual awards under the Enviva Partners, LP equity compensation plan as in effect from time to time (the “LTIP”) with a target value equal to a multiple of Executive’s Base Salary as in effect on the first day of such calendar year resulting in a value equal to $3,400,000 (the “Target Annual LTIP Award”). For the avoidance of doubt, such multiple is 425% for a Base Salary of $800,000. All awards granted to Executive under the LTIP, if any, shall be on such terms and conditions as the board of directors (the “Partners Board”) of Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of Enviva Partners, LP (the “MLP”), or a committee thereof shall determine from time to time and shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. Nothing herein shall be construed to give Executive any rights to any amount or type of grant or award except as provided in such award to Executive provided in writing and authorized by the Partners Board (or a committee thereof).

4.            Term of Employment. The current term of Executive’s employment under this Agreement is the period commencing on the Amendment Effective Date and ending on the first anniversary of the Amendment Effective Date (the “Current Term”). On the first anniversary of the Amendment Effective Date and on each subsequent anniversary of the Amendment Effective Date thereafter, the term of Executive’s employment under this Agreement shall automatically renew and extend for a period of 12 months (each such 12-month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either party to the other not less than 60 days prior to the expiration of the then-existing Current Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 6. The period from the Amendment Effective Date through the expiration of this Agreement or, if sooner, the termination of Executive’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”

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5.            Reimbursement of Business Expenses; Benefits. Subject to the terms and conditions of this Agreement, Executive shall be entitled to the following reimbursements and benefits during the Employment Period:

(a)            Reimbursement of Business Expenses. The Company agrees to reimburse Executive for Executive’s reasonable business-related expenses incurred in the performance of Executive’s duties under this Agreement; provided that Executive timely submits all documentation for such reimbursement, as required by Company policy in effect from time-to-time. Any reimbursement of expenses under this Section 5(a) or Section 12 shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurred by Executive); provided, however, that, upon the termination of Executive’s employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of such termination (or, if earlier, prior to the date of Executive’s death) to the extent such payment delay is required under Section 409A(a)(2)(B) of the Internal Revenue Code. In no event shall any reimbursement be made to Executive for such expenses incurred after the date that is five years after the date of the termination of Executive’s employment with the Company. Executive is not permitted to receive a payment in lieu of reimbursement under this Section 5(a) or Section 12.

(b)            Benefits. Executive shall be eligible to participate in the same benefit plans or fringe benefit policies in which other similarly situated Company employees are eligible to participate, subject to applicable eligibility requirements and the terms and conditions of such plans and policies as in effect from time to time. The Company shall not, by reason of this Section 5(b), be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable to similarly situated Company employees generally.

6.            Termination of Employment.

(a)            Company’s Right to Terminate Executive’s Employment for Cause. The Company shall have the right to terminate Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean Executive’s:

(i)            material breach of any policy established by the Company or any of its Affiliates that (x) pertains to health and safety and (y) is applicable to Executive;

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(ii)            engaging in acts of disloyalty to the Company or its Affiliates, including fraud, embezzlement, theft, commission of a felony, or proven dishonesty; or

(iii)            willful misconduct in the performance of, or willful failure to perform a material function of, Executive’s duties under this Agreement.

(b)            Company’s Right to Terminate for Convenience. The Company shall have the right to terminate Executive’s employment without Cause, at any time and for any reason or no reason at all.

(c)            Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i)            a material diminution in Executive’s authority, duties, title, or responsibilities;

(ii)            a material diminution in Executive’s Base Salary, Minimum Target Annual Bonus, or Target Annual LTIP Award;

(iii)            the relocation of the geographic location of Executive’s principal place of employment by more than 100 miles from the location of Executive’s principal place of employment as of the Amendment Effective Date; or

(iv)            the Company’s delivery of a written notice of non-renewal of this Agreement to Executive.

Notwithstanding the foregoing provisions of this Section 6(c) or any other provision of this Agreement to the contrary, any assertion by Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 6(c)(i), (ii), (iii), or (iv) giving rise to Executive’s termination of Executive’s employment must have arisen without Executive’s written consent; (B) Executive must provide written notice to the Company of such condition within 30 days of the date on which Executive knew of the existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company; and (D) the date of Executive’s termination of Executive’s employment must occur within 30 days after the end of such cure period.

(d)            Death or Disability. Executive’s employment with the Company shall terminate upon the death or Disability of Executive. For purposes of this Agreement, a “Disability” shall exist if Executive is unable to perform the essential functions of Executive’s position, with reasonable accommodation (if applicable), due to an illness or physical or mental impairment or other incapacity that continues for a period in excess of 90 days, whether consecutive or not, in any period of 365 consecutive days. The determination of a Disability will be made by the Company after obtaining an opinion from a doctor of the Company’s choosing. Executive agrees to provide such information and participate in such examinations as may be reasonably required by said doctor in order to form his or her opinion. If requested by the Company, Executive shall submit to a mental or physical examination to be performed by an independent physician selected by the Company to assist the Company in making such determination.

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(e)            Executive’s Right to Terminate for Convenience. Executive shall have the right to terminate Executive’s employment with the Company for convenience at any time upon 60 days’ advance written notice to the Company; provided that if Executive provides a notice of termination pursuant to this Section 6(e), the Company may designate an earlier termination date than that specified in Executive’s notice. The Company’s designation of such an earlier date will not change the nature of Executive’s termination, which will still be deemed a voluntary resignation by Executive pursuant to this Section 6(e).

(f)            Effect of Termination.

(i)            If Executive’s employment hereunder shall terminate (1) pursuant to Section 4 at the expiration of the then-existing Current Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by Executive or (2) pursuant to Section 6(a) or 6(e), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (x) payment of all earned, unpaid Base Salary within 30 days of Executive’s last day of employment, or earlier if required by law, (y) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 5(a) and Section 12, and (z) benefits to which Executive may be entitled pursuant to the terms of any plan or policy described in Section 5(b).

(ii)            If Executive’s employment terminates (1) pursuant to Section 6(b) or 6(c) or (2) due to Executive’s death or Disability pursuant to Section 6(d), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (I) Executive shall be entitled to receive the compensation and benefits described in clauses (x) through (z) of Section 6(f)(i); and (II) if Executive executes, on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a release of all claims in a form satisfactory to the Company (which shall be substantially similar to the form of release attached hereto as Exhibit A) (the “Release”)), then, provided that Executive abides by the terms of Sections 7, 8, 9, 10, and 12:

(A)            The Company shall pay to Executive an amount (the “Severance Payment”) equal to the product of (x) 1.5 (or, if such termination occurs within 12 months following a Change in Control (as defined below), 2.0) and (y) the sum of Executive’s Base Salary as in effect on the date of the termination of Executive’s employment (the “Termination Date”) and Executive’s Target Annual Bonus as of the Termination Date. The Severance Payment will be divided into 36 (or, if such termination occurs within 12 months following a Change in Control, 48) substantially equal installments. On the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after the Termination Date, the Company shall pay to Executive, without interest, a number of such installments equal to the number of such installments that would have been paid during the period beginning on the Termination Date and ending on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after the Termination Date had the installments been paid on a biweekly basis commencing on the Company’s first regularly scheduled pay date coincident with or next following the Termination Date, and each of the remaining installments shall be paid on a biweekly basis thereafter; provided, however, that (1) to the extent, if any, that the aggregate amount of the installments of the Severance Payment and any payments under Section 6(f)(ii)(C) that would otherwise be paid pursuant to the preceding provisions of this Section 6(f)(ii)(A) or Section 6(f)(ii)(C) after March 15 of the calendar year following the calendar year in which the Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess), and (2) all remaining installments of the Severance Payment, if any, that would otherwise be paid pursuant to the preceding provisions of this Section 6(f)(ii)(A) after December 31 of the calendar year following the calendar year in which the Termination Date occurs shall be paid with the installment of the Severance Payment, if any, due in December of the calendar year following the calendar year in which the Termination Date occurs.

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(B)            All outstanding awards granted to Executive pursuant to the LTIP prior to the Termination Date that remain unvested as of the Termination Date shall immediately become fully vested as of the Termination Date; provided, however, that with respect to any such LTIP awards that were granted subject to a performance requirement (other than continued service by Executive) that has not been satisfied and certified by the Partners Board (or a committee thereof) as of the Termination Date, then (1) if the Termination Date occurs within six months prior to the expiration of the performance period applicable to such LTIP award, such LTIP award shall become vested based on actual performance upon the expiration of such performance period; and (2) if the Termination Date occurs at any other time during the performance period applicable to such LTIP award, such LTIP award shall become vested as of the Termination Date based on target performance.

(C)            If Executive timely and properly elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), similar in the amounts and types of coverage provided by the Company to Executive prior to the Termination Date, then for a period of 18 months following the Termination Date or such earlier date as provided in this Section 6(f)(ii)(C), the Company shall promptly reimburse Executive on a monthly basis for the entire amount Executive pays to effect and continue such coverage; provided, however, that Executive’s rights to such reimbursements under this Section 6(f)(ii)(C) shall terminate upon the earlier of (1) the time Executive becomes eligible to be covered under a group health plan sponsored by another employer (and Executive shall promptly notify the Company in the event that Executive becomes so eligible) or (2) the date Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding anything in the preceding provisions of this Section 6(f)(ii)(C) to the contrary, (x) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (y) if the provision of the benefit described in this Section 6(f)(ii)(C) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such adverse impact on the Company. If (1) Executive’s termination of employment pursuant to this Section 6(f)(ii) occurs within 12 months following a Change in Control and (2) Executive has not become eligible to be covered under a group health plan sponsored by another employer by the earlier of the date that is 18 months after the Termination Date or December 1 of the calendar year following the calendar year in which the Termination Date occurs (such earlier date being the “COBRA Payment Trigger Date”), then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date (but in no event later than December 31 of the calendar year following the calendar year in which the Termination Date occurs), the Company shall pay to Executive a lump sum cash payment equal to six times the amount Executive paid to effect and continue coverage for himself and his spouse and eligible dependents, if any, under the Company’s group health plan for the full calendar month next preceding the COBRA Payment Trigger Date.

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For purposes of this Section 6(f)(ii), in the event of Executive’s death, references to Executive (other than in Section 6(f)(ii)(C)) shall include Executive’s estate, and references to Executive in Section 6(f)(ii)(C) shall include Executive’s spouse and eligible dependents, if any, who are “qualified beneficiaries” (within the meaning of COBRA and the regulations thereunder) with respect to Executive’s death.

(iii)            Executive acknowledges Executive’s understanding that if the Release is not executed and returned to the Company on or before the Release Expiration Date, and the required revocation period has not fully expired without revocation of the Release by Executive, then Executive shall not be entitled to any payments or benefits pursuant to Section 6(f)(ii). As used herein, the “Release Expiration Date” is that date that is 21 days following the date upon which the Company delivers the Release to Executive (which shall occur no later than seven days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days following such delivery date.

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(iv)            For purposes of this Agreement, a “Change in Control” shall mean the occurrence of one or more of the following transactions:

(A)            the sale or disposal by Holdings of all or substantially all of its assets to any person other than an Affiliate of Holdings;

(B)            the merger or consolidation of Holdings with or into another partnership, corporation, or other entity, other than a merger or consolidation in which the unitholders in Holdings immediately prior to such transaction retain a greater than 50% equity interest in the surviving entity; or

(C)            the acquisition by any person or group (as defined in Section 13d(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)),  other than Riverstone Holdings LLC, of the beneficial ownership (as defined in Section 13d(d)(3) of the Exchange Act) of more than 50% of the equity of Enviva entitled to vote in the election of Enviva’s directors (or the persons performing the functions of directors).

For purposes of the definition of “Change in Control,” references to Enviva shall include the MLP and any entity that succeeds to substantially all of the assets of the MLP and which becomes a Delaware corporation (by way of conversion, merger, or otherwise) in connection with the Conversion (as defined below), in each such case whose common stock is issued in exchange for MLP common units.  Notwithstanding the foregoing, Executive acknowledges and agrees that the transactions contemplated by that certain Agreement and Plan of Merger dated as of the date hereof by and among Holdings, Enviva Partners Merger Sub, LLC, and the other parties named therein, shall not be deemed a “Change in Control” for purposes of this Section 6.

As used herein, the “Conversion” means, subject to the requisite approval of the holders of MLP common units, the conversion of the MLP into a Delaware corporation pursuant to a plan of conversion or pursuant to such other alternative transaction or series of transactions adopted by the MLP pursuant to which the MLP or its Affiliate or other entity that succeeds to substantially all of the assets of the MLP becomes a Delaware corporation (by way of reorganization, conversion, merger, or otherwise, or any combination of the foregoing), and in any such case whose common stock is issued in exchange for MLP common units.

(g)            Meaning of Termination of Employment. For all purposes of this Agreement, Executive shall be considered to have terminated employment with the Company when Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the level of bona fide services to be performed to no more than 25% of the average level of bona fide services provided in the immediately preceding 36 months.

7.            Conflicts of Interest; Disclosure of Opportunities. Executive agrees that Executive shall promptly disclose to the Holdings Board any conflict of interest involving Executive upon Executive becoming aware of such conflict. Executive further agrees that, throughout the Employment Period and for one year thereafter, Executive shall offer to the Company and its Affiliates, as applicable, all business opportunities relating to the acquisition, development, ownership, and operation of facilities that collect, process, and transform wood-based biomass into renewable energy feedstock, including wood pellets, regardless of where such business opportunities arise.

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8.            Confidentiality. Executive acknowledges and agrees that, in the course of Executive’s employment with the Company, Executive has been provided with and had access to (and, during the Employment Period, Executive will continue to be provided with, and have access to) valuable Confidential Information (as defined below). In consideration of Executive’s receipt of and access to such Confidential Information and in exchange for other valuable consideration provided hereunder, and as a condition of Executive’s employment hereunder, Executive agrees to comply with this Section 8.

(a)            Executive covenants and agrees, both during the Employment Period and thereafter that, except as expressly permitted by this Agreement or by directive of the Holdings Board, Executive shall not disclose any Confidential Information to any Person and shall not use any Confidential Information except for the benefit of the Company or any of its Affiliates. Executive shall take all reasonable precautions to protect the physical security of all documents and other material containing Confidential Information (regardless of the medium on which the Confidential Information is stored). The covenants in this Section 8(a) shall apply to all Confidential Information, whether now known or later to become known to Executive during the Employment Period.

(b)            Notwithstanding Section 8(a), Executive may make the following disclosures and uses of Confidential Information:

(i)            disclosures to other executives or employees of the Company or its Affiliates who have a need to know the information in connection with the business of the Company or its Affiliates;

(ii)            disclosures and uses that are incidental to Executive’s provision of services to the Company and its Affiliates consistent with the terms of this Agreement or that are approved by the Holdings Board;

(iii)            disclosures for the purpose of complying with any applicable laws or regulatory requirements; or

(iv)            disclosures that Executive is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by law.

(c)            Upon the expiration of the Employment Period and at any other time upon request of the Company, Executive shall surrender and deliver to the Company all documents (including electronically stored information) and other material of any nature containing or pertaining to all Confidential Information in Executive’s possession and shall not retain any such document or other material. Within 10 days of any such request, Executive shall certify to the Company in writing that all such materials have been returned to the Company.

(d)            All non-public information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, that are conceived, made, developed, or acquired by Executive, individually or in conjunction with others, during the period Executive is or has been employed or affiliated with the Company or any of its Affiliates (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business or properties, products, or services (including all such information relating to corporate opportunities, business plans, trade secrets, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voicemail, electronic databases, maps, drawings, architectural renditions, models, and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions, and other similar forms of expression are and shall be the sole and exclusive property of the Company or its Affiliates and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement.

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(e)            Nothing in this Agreement shall prohibit or restrict Executive from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law, (ii) responding to any inquiry or legal process directed to Executive individually from any such Governmental Authorities, (iii) testifying, participating, or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law, or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law, or (y) is made to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law, or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Executive to obtain prior authorization from the Company or its Affiliates before engaging in any conduct described in this Section 8(e), or to notify the Company or its Affiliates that Executive has engaged in any such conduct.

9.            Non-Competition; Non-Solicitation.

(a)            The Company shall continue to provide Executive access to Confidential Information for use only during the Employment Period, and Executive acknowledges and agrees that the Company will be entrusting Executive, in Executive’s unique and special capacity, with continuing to develop the goodwill of the Company, and in consideration thereof and in consideration of the continued access to Confidential Information, and as a condition of Executive’s employment hereunder, Executive has voluntarily agreed to the covenants set forth in this Section 9. Executive further agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and are material and substantial parts of this Agreement intended and necessary to protect the Company’s legitimate business interests, including the preservation of its Confidential Information and goodwill.

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(b)            Executive agrees that, during the period set forth in Section 9(c) below, Executive shall not, without the prior written approval of the Company, directly or indirectly, for Executive or on behalf of or in conjunction with any other person or entity of whatever nature:

(i)            engage or participate within the Market Area in competition with the Company in any business in which either the Company or its Protected Affiliates engaged in, or had plans to become engaged in of which Executive was aware during the Employment Period or the period set forth in Section 9(c) below, which business includes the acquisition, development, ownership, and operation of facilities that collect, process, and transform wood-based biomass into renewable energy feedstock, including wood pellets (the “Business”). As used herein, the term “Protected Affiliates” means any Affiliate of the Company for which Executive provided services during the Employment Period, or about which Executive obtained Confidential Information during the Employment Period.

(ii)            appropriate any Business Opportunity of, or relating to, the Company or its Affiliates located in the Market Area, or engage in any activity that is detrimental to the Company or its Affiliates or that limits the Company’s or an Affiliate’s ability to fully exploit such Business Opportunities or prevents the benefits of such Business Opportunities from accruing to the Company or its Affiliates; or

(iii)            solicit any employee of the Company or its Affiliates to terminate his or her employment therewith.

(c)            Timeframe of Non-Competition and Non-Solicitation Agreement. Executive agrees that the covenants of this Section 9 shall be enforceable during the Employment Period and for a period of one year following the termination of the Employment Period, regardless of the reason for such termination.

(d)            Because of the difficulty of measuring economic losses to the Company and its Affiliates as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company and its Affiliates for which they would have no other adequate remedy, Executive agrees that the foregoing covenant may be enforced by the Company and its Affiliates, in the event of breach by Executive, by injunctions and restraining orders and that such enforcement shall not be the Company’s and its Affiliates’ exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and its Affiliates, both at law and in equity.

(e)            The covenants in this Section 9 are severable and separate, and the unenforceability of any specific covenant (or any portion thereof) shall not affect the provisions of any other covenant (or any portion thereof). Moreover, in the event any court of competent jurisdiction or arbitrator, as applicable, shall determine that the scope, time, or territorial restrictions set forth in this Section 9 are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court or arbitrator deems reasonable, and this Agreement shall thereby be reformed.

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(f)            For purposes of this Section 9, the following terms shall have the following meanings:

(i)            “Business Opportunity” shall mean any commercial, investment, or other business opportunity relating to the Business.

(ii)            “Market Area” shall mean any location or geographic area within 75 miles of a location where the Company or its Affiliates conducts Business, or has plans to conduct Business of which Executive is aware, during the Employment Period.

(g)            All of the covenants in this Section 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.

10.            Ownership of Intellectual Property. Executive agrees that the Company or its applicable Affiliate shall own, and Executive agrees to assign and does hereby assign, all right, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas, and information authored, created, contributed to, made, or conceived or reduced to practice, in whole or in part, by Executive during the period that Executive is or has been employed or affiliated with the Company or any of its Affiliates that either (a) relate, at the time of conception, reduction to practice, creation, derivation, or development, to the Company’s or any of its Affiliates’ business or actual or anticipated research or development, or (b) were developed on any amount of the Company’s time or with the use of any of the Company’s or its Affiliates’ equipment, supplies, facilities, or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Executive will promptly disclose all Company Intellectual Property to the Company. All of Executive’s works of authorship and associated copyrights created during the Employment Period and in the scope of Executive’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Executive agrees to perform, during and after the Employment Period, all reasonable acts deemed necessary by the Company to assist the Company or its applicable Affiliate, at the Company’s or such Affiliate’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.

11.            Arbitration.

(a)            Subject to Section 11(d), any dispute, controversy, or claim between Executive and the Company or any of its Affiliates arising out of or relating to this Agreement or Executive’s employment with the Company or services provided to any Affiliate of the Company will be finally settled by arbitration in New York, New York before, and in accordance with the rules for the resolution of employment disputes then in effect of, the American Arbitration Association (“AAA”). The arbitration award shall be final and binding on both parties.

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(b)            Any arbitration conducted under this Section 11 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously (and, if possible, within 90 days after the selection of the Arbitrator) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony, and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony, and evidence requested by the Arbitrator, except to the extent any information so requested is proprietary, subject to a third-party confidentiality restriction, or to an attorney-client or other privilege), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be rendered in writing, be final and binding upon the disputing parties, and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party.

(c)            Each side shall share equally the cost of the arbitration and bear its own costs and attorneys’ fees incurred in connection with any arbitration, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and fees to the other side.

(d)            Notwithstanding Section 11(a), an application for emergency or temporary injunctive relief by either party (including any such application to enforce the provisions of Sections 8, 9, or 10 herein) shall not be subject to arbitration under this Section 11; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section.

(e)            By entering into this Agreement and entering into the arbitration provisions of this Section 11, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(f)            Nothing in this Section 11 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award or (ii) joining another party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement.

12.            Defense of Claims. Executive agrees that, during the Employment Period and thereafter, upon reasonable request from the Company, Executive will cooperate with the Company or its Affiliates in the defense of any claims or actions that may be made by or against the Company or its Affiliates that relate to Executive’s actual or prior areas of responsibility, except if Executive’s reasonable interests are adverse to the Company or its Affiliate(s), as applicable, in such claim or action. The Company agrees to pay or reimburse Executive for all of Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with Executive’s obligations under this Section 12, provided Executive provides reasonable documentation of same and obtains the Company’s prior approval for incurring such expenses.

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13.            Withholdings. The Company may withhold and deduct from any payments made or to be made pursuant to this Agreement (a) all federal, state, local, and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Executive.

14.            Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. The use herein of the word “including” following any general statement, term, or matter shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term, or matter. Unless the context requires otherwise, all references herein to an agreement, instrument, or other document shall be deemed to refer to such agreement, instrument, or other document as amended, supplemented, modified, and restated from time to time to the extent permitted by the provisions thereof.  All references to “dollars” or “$” in this Agreement refer to United States dollars.  Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

15.            Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of New York without regard to the conflict of law principles thereof. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 11 above and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum, and venue of the state and federal courts located in New York, New York.

16.            Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties with respect to the matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. Without limiting the scope of the preceding sentence, except as otherwise expressly provided in this Section 16, all understandings and agreements preceding the Amendment Effective Date and relating to the subject matter hereof (including the Prior Agreement) are hereby null and void and of no further force or effect, and this Agreement shall supersede all other agreements, written or oral, that purport to govern the terms of Executive’s employment (including Executive’s compensation) with the Company or any of its Affiliates. Executive acknowledges and agrees that the Prior Agreement is hereby terminated and has been satisfied in full, as has any other employment agreement between Executive and the Company or any of its Affiliates. In entering into this Agreement, Executive expressly acknowledges and agrees that Executive has received all sums and compensation that Executive has been owed, is owed, or ever could be owed pursuant to the agreement(s) referenced in the previous sentence and for services provided to the Company and any of its Affiliates through the date that Executive signs this Agreement, with the exception of any unpaid base salary for the pay period that includes the date on which Executive signs this Agreement. Notwithstanding anything in the preceding provisions of this Section 16 to the contrary, the parties expressly acknowledge and agree that this Agreement does not supersede or replace, but instead complements and is in addition to, all equity compensation agreements between Executive and the Company or any of its Affiliates. This Agreement may be amended only by a written instrument executed by both parties hereto.

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17.            Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by such waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time while such breach continues.

18.            Assignment. This Agreement is personal to Executive, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Executive. The Company may assign this Agreement to any successor (whether by merger, purchase, or otherwise) to all or substantially all of the equity, assets, or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder.

19.            Affiliates. For purposes of this Agreement, the term “Affiliates” is defined as any person or entity Controlling, Controlled by, or Under Common Control with the Company. The term “Control,” including the correlative terms “Controlling,” “Controlled By,” and “Under Common Control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract, or otherwise) of a person or entity. For the purposes of the preceding sentence, Control shall be deemed to exist when a person or entity possesses, directly or indirectly, through one or more intermediaries (a) in the case of a corporation, more than 50% of the outstanding voting securities thereof, (b) in the case of a limited liability company, partnership, limited partnership, or joint venture, the right to more than 50% of the distributions therefrom (including liquidating distributions), or (c) in the case of any other person or entity, more than 50% of the economic or beneficial interest therein.

20.            Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first business day after such notice is sent by air express overnight courier service, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, in each case, to the following address, as applicable:

(1)            If to the Company, addressed to:

Enviva Management Company, LLC
7272 Wisconsin Ave. Suite 1800
Bethesda, MD 20814
Attention: General Counsel

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(2)            If to Executive, addressed to the most recent address the Company has in its employment records for Executive.

21.            Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or “.pdf” or similar electronic format, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto.

22.            Deemed Resignations. Unless otherwise agreed to in writing by the Company and Executive prior to the termination of Executive’s employment, any termination of Executive’s employment shall constitute (a) an automatic resignation of Executive as an officer of the Company, Holdings GP, and each other Affiliate of the Company, as applicable, (b) an automatic resignation of Executive from the board of directors (or similar governing body) of the Company or any Affiliate of the Company (if applicable), and (c) an automatic resignation from the board of directors or any similar governing body of any corporation, limited liability entity, or other entity in which the Company or any Affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as the Company’s or such Affiliate’s designee or other representative (if applicable).

23.            Effect of Termination. The provisions of Sections 6(f), 7-12, 22, and 24 and those provisions necessary to interpret and enforce them, shall survive any termination of the employment relationship between Executive and the Company.

24.            Third-Party Beneficiaries. Each Affiliate of the Company shall be a third-party beneficiary of Executive’s obligations under Sections 7, 8, 9, 10, and 22 and shall be entitled to enforce such obligations as if a party hereto.

25.            Severability. Subject to Section 9(e), if an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or part thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or part thereof) shall not affect the validity or enforceability of any other provision (or part thereof) of this Agreement, and all other provisions (or part thereof) shall remain in full force and effect.

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26.            Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Executive’s death or (ii) the date that is six months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

[The remainder of this page was left blank intentionally; the signature page follows.]

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IN WITNESS WHEREOF, Executive and the Company each have caused this Agreement to be executed in its name and on its behalf, effective for all purposes as provided above.

EXECUTIVE
/s/ John K. Keppler
John K. Keppler
ENVIVA MANAGEMENT COMPANY, LLC
By:	/s/ William H. Schmidt, Jr.
Name:	William H. Schmidt, Jr.
Title:	Executive Vice President, Corporate Development and General Counsel

Signature Page to
Fifth Amended and Restated
Employment Agreement
(John K. Keppler)

EX-10.6

Exhibit 10.6

THIRD AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Third Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of October 14, 2021 (the “Amendment Effective Date”) by and between Enviva Management Company, LLC, a Delaware limited liability company (the “Company”), and Shai S. Even (“Executive”) and supersedes and replaces in its entirety the Second Amended and Restated Employment Agreement (the “Prior Agreement”) dated November 24, 2020 by and between the Company and Executive.

1.             Employment. During the period commencing on the Amendment Effective Date and for the duration of the Employment Period (as defined in Section 4 below) (the “Specified Employment Period”), the Company shall continue to employ Executive, and Executive shall continue to serve, as Executive Vice President and Chief Financial Officer of the Company, Enviva Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”) and the general partner of Enviva Holdings, LP, a Delaware limited partnership (“Holdings”), and such other Affiliates of the Company as may be designated by Holdings from time to time.

2.             Duties and Responsibilities of Executive.

(a)            During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the position identified in Section 1, as well as such additional duties as may be assigned to Executive by Holdings from time to time.

(b)           Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder.

(c)           Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.

3.             Compensation.

(a)            Base Salary. During the Specified Employment Period, the Company shall pay to Executive an annualized base salary of $464,000 (the “Base Salary”) in consideration for Executive’s services under this Agreement, payable on a not less than biweekly basis, in conformity with the Company’s customary payroll practices for executives as in effect from time to time.

(b)            Annual Bonus. During the Specified Employment Period, Executive shall be eligible for discretionary bonus compensation for the 2021 calendar year and for each subsequent complete calendar year that Executive is employed by the Company hereunder (each, a “Bonus Year”) pursuant to the applicable incentive or bonus compensation plan of the Company, if any, that is applicable to similarly situated executives of the Company (each, an “Annual Bonus”). Each Annual Bonus shall have a target value that is not less than 120% of Executive’s Base Salary as in effect on the first day of the Bonus Year to which such Annual Bonus relates (the “Minimum Target Annual Bonus”); provided, however, that the Minimum Target Annual Bonus for the 2021 calendar year shall not be less than 120% of Executive’s Base Salary as in effect on the Amendment Effective Date. The performance targets that must be achieved in order to realize certain bonus levels shall be established by the Board of Directors of Holdings GP (the “Holdings Board”) or a committee thereof annually, in its sole discretion, and communicated to Executive in accordance with terms of the applicable incentive or bonus plan, if any, or if no such plan has been adopted, within the first 90 days of each applicable Bonus Year following 2021 (the most recently established target value for Executive’s Annual Bonus is referred to herein as the “Target Annual Bonus”). Each Annual Bonus, if any, will be paid as soon as administratively feasible after the Holdings Board or a committee thereof certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year.

(c)            Long-Term Incentive Plan. With respect to the 2021 calendar year and each subsequent calendar year during the Specified Employment Period, Executive shall be eligible to receive annual awards under the Enviva Partners, LP equity compensation plan as in effect from time to time (the “LTIP”) with a target value equal to 250% of Executive’s Base Salary as in effect on the first day of such calendar year (the “Target Annual LTIP Award”). All awards granted to Executive under the LTIP, if any, shall be on such terms and conditions as the board of directors (the “Partners Board”) of Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of Enviva Partners, LP (the “MLP”), or a committee thereof shall determine from time to time and shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. Nothing herein shall be construed to give Executive any rights to any amount or type of grant or award except as provided in such award to Executive provided in writing and authorized by the Partners Board (or a committee thereof).

4.             Term of Employment. The current term of Executive’s employment under this Agreement is the period commencing on the Amendment Effective Date and ending on the first anniversary of the Amendment Effective Date (the “Current Term”). On the first anniversary of the Amendment Effective Date and on each subsequent anniversary of the Amendment Effective Date thereafter, the term of Executive’s employment under this Agreement shall automatically renew and extend for a period of 12 months (each such 12-month period being a “Renewal Term”) unless written notice of non-renewal is delivered by either party to the other not less than 60 days prior to the expiration of the then-existing Current Term or Renewal Term, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 6. The period from the Amendment Effective Date through the expiration of this Agreement or, if sooner, the termination of Executive’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.

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5.             Reimbursement of Business Expenses; Benefits. Subject to the terms and conditions of this Agreement, Executive shall be entitled to the following reimbursements and benefits during the Employment Period:

(a)            Reimbursement of Business Expenses. The Company agrees to reimburse Executive for Executive’s reasonable business-related expenses incurred in the performance of Executive’s duties under this Agreement; provided that Executive timely submits all documentation for such reimbursement, as required by Company policy in effect from time-to-time. Any reimbursement of expenses under this Section 5(a) or Section 12 shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurred by Executive); provided, however, that, upon the termination of Executive’s employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of such termination (or, if earlier, prior to the date of Executive’s death) to the extent such payment delay is required under Section 409A(a)(2)(B) of the Internal Revenue Code. In no event shall any reimbursement be made to Executive for such expenses incurred after the date that is five years after the date of the termination of Executive’s employment with the Company. Executive is not permitted to receive a payment in lieu of reimbursement under this Section 5(a) or Section 12.

(b)           Benefits. Executive shall be eligible to participate in the same benefit plans or fringe benefit policies in which other similarly situated Company employees are eligible to participate, subject to applicable eligibility requirements and the terms and conditions of such plans and policies as in effect from time to time. The Company shall not, by reason of this Section 5(b), be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such plan or policy, so long as such changes are similarly applicable to similarly situated Company employees generally.

6.             Termination of Employment.

(a)            Company’s Right to Terminate Executive’s Employment for Cause. The Company shall have the right to terminate Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean Executive’s:

(i)             material breach of any policy established by the Company or any of its Affiliates that (x) pertains to health and safety and (y) is applicable to Executive;

(ii)            engaging in acts of disloyalty to the Company or its Affiliates, including fraud, embezzlement, theft, commission of a felony, or proven dishonesty; or

(iii)           willful misconduct in the performance of, or willful failure to perform a material function of, Executive’s duties under this Agreement.

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(b)           Company’s Right to Terminate for Convenience. The Company shall have the right to terminate Executive’s employment without Cause, at any time and for any reason or no reason at all.

(c)            Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i)             a material diminution in Executive’s authority, duties, title, or responsibilities;

(ii)            a material diminution in Executive’s Base Salary, Minimum Target Annual Bonus, or Target Annual LTIP Award;

(iii)           the relocation of the geographic location of Executive’s principal place of employment by more than 100 miles from the location of Executive’s principal place of employment as of the Amendment Effective Date; or

(iv)          the Company’s delivery of a written notice of non-renewal of this Agreement to Executive.

Notwithstanding the foregoing provisions of this Section 6(c) or any other provision of this Agreement to the contrary, any assertion by Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 6(c)(i), (ii), (iii), or (iv) giving rise to Executive’s termination of Executive’s employment must have arisen without Executive’s written consent; (B) Executive must provide written notice to the Company of such condition within 30 days of the date on which Executive knew of the existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company; and (D) the date of Executive’s termination of Executive’s employment must occur within 30 days after the end of such cure period.

(d)           Death or Disability. Executive’s employment with the Company shall terminate upon the death or Disability of Executive. For purposes of this Agreement, a “Disability” shall exist if Executive is unable to perform the essential functions of Executive’s position, with reasonable accommodation (if applicable), due to an illness or physical or mental impairment or other incapacity that continues for a period in excess of 90 days, whether consecutive or not, in any period of 365 consecutive days. The determination of a Disability will be made by the Company after obtaining an opinion from a doctor of the Company’s choosing. Executive agrees to provide such information and participate in such examinations as may be reasonably required by said doctor in order to form his or her opinion. If requested by the Company, Executive shall submit to a mental or physical examination to be performed by an independent physician selected by the Company to assist the Company in making such determination.

(e)            Executive’s Right to Terminate for Convenience. Executive shall have the right to terminate Executive’s employment with the Company for convenience at any time upon 60 days’ advance written notice to the Company; provided that if Executive provides a notice of termination pursuant to this Section 6(e), the Company may designate an earlier termination date than that specified in Executive’s notice. The Company’s designation of such an earlier date will not change the nature of Executive’s termination, which will still be deemed a voluntary resignation by Executive pursuant to this Section 6(e).

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(f)            Effect of Termination.

(i)             If Executive’s employment hereunder shall terminate (1) pursuant to Section 4 at the expiration of the then-existing Current Term or Renewal Term, as applicable, as a result of a non-renewal of this Agreement by Executive or (2) pursuant to Section 6(a) or 6(e), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (x) payment of all earned, unpaid Base Salary within 30 days of Executive’s last day of employment, or earlier if required by law, (y) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 5(a) and Section 12, and (z) benefits to which Executive may be entitled pursuant to the terms of any plan or policy described in Section 5(b).

(ii)            If Executive’s employment terminates (1) pursuant to Section 6(b) or 6(c) or (2) due to Executive’s death or Disability pursuant to Section 6(d), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (I) Executive shall be entitled to receive the compensation and benefits described in clauses (x) through (z) of Section 6(f)(i); and (II) if Executive executes, on or before the Release Expiration Date (as defined below), and does not revoke within the time provided by the Company to do so, a release of all claims in a form satisfactory to the Company (which shall be substantially similar to the form of release attached hereto as Exhibit A) (the “Release”)), then, provided that Executive abides by the terms of Sections 7, 8, 9, 10, and 12:

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(A)          The Company shall pay to Executive an amount (the “Severance Payment”) equal to the greater of (x) the product of (A) 1.0 (or, if such termination occurs within 12 months following a Change in Control (as defined below), 1.5) and (B) sum of Executive’s Base Salary as in effect on the date of the termination of Executive’s employment (the “Termination Date”) and Executive’s Target Annual Bonus as of the Termination Date or (y) the Current Term Multiplier (as defined below), multiplied by the sum of Executive’s Base Salary as in effect on the Termination Date and Executive’s Target Annual Bonus as of the Termination Date. As used herein, the “Current Term Multiplier” means the number of complete calendar months remaining in the Current Term, if any, divided by 12. The Severance Payment will be divided into 12 (or, if greater, a number equal to the number of complete calendar months remaining in the Current Term) substantially equal installments; provided, however, that if such termination occurs within 12 months following a Change in Control, the Severance Payment will be divided into 18 substantially equal installments. On the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after the Termination Date, the Company shall pay to Executive, without interest, a number of such installments equal to the number of such installments that would have been paid during the period beginning on the Termination Date and ending on the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after the Termination Date had the installments been paid on a biweekly basis commencing on the Company’s first regularly scheduled pay date coincident with or next following the Termination Date, and each of the remaining installments shall be paid on a biweekly basis thereafter; provided, however, that (1) to the extent, if any, that the aggregate amount of the installments of the Severance Payment and any payments under Section 6(f)(ii)(C) that would otherwise be paid pursuant to the preceding provisions of this Section 6(f)(ii)(A) or Section 6(f)(ii)(C), as applicable, after March 15 of the calendar year following the calendar year in which the Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess), and (2) all remaining installments of the Severance Payment, if any, that would otherwise be paid pursuant to the preceding provisions of this Section 6(f)(ii)(A) after December 31 of the calendar year following the calendar year in which the Termination Date occurs shall be paid with the installment of the Severance Payment, if any, due in December of the calendar year following the calendar year in which the Termination Date occurs.

(B)           All outstanding awards granted to Executive pursuant to the LTIP prior to the Termination Date that remain unvested as of the Termination Date shall immediately become fully vested as of the Termination Date; provided, however, that with respect to any such LTIP awards that were granted subject to a performance requirement (other than continued service by Executive) that has not been satisfied and certified by the Partners Board (or a committee thereof) as of the Termination Date, then (1) if the Termination Date occurs within six months prior to the expiration of the performance period applicable to such LTIP award, such LTIP award shall become vested based on actual performance upon the expiration of such performance period; and (2) if the Termination Date occurs at any other time during the performance period applicable to such LTIP award, such LTIP award shall become vested as of the Termination Date based on target performance.

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(C)           If Executive timely and properly elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), similar in the amounts and types of coverage provided by the Company to Executive prior to the Termination Date, then during the COBRA Continuation Period (as defined below), the Company shall promptly reimburse Executive on a monthly basis for the entire amount Executive pays to effect and continue such coverage (“COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Executive on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Executive submits to the Company documentation of the applicable premium payment having been paid by Executive, which documentation shall be submitted by Executive to the Company within 30 days following the date on which the applicable premium payment is paid. Notwithstanding anything in the preceding provisions of this Section 6(f)(ii)(C) to the contrary, (x) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (y) if the provision of the benefit described in this Section 6(f)(ii)(C) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Executive without such adverse impact on the Company. As used herein, the “COBRA Continuation Period” shall mean the period beginning on the first day of the first calendar month following the Termination Date and continuing for a number of months thereafter equal to the greater of (A) 12 months (or, if such termination occurs within 12 months following a Change in Control, 18 months) or (B) the number of months remaining in the Current Term, up to a maximum of 18 months; provided, however, that the COBRA Continuation Period shall immediately terminate upon the earlier of (1) the time Executive becomes eligible to be covered under a group health plan sponsored by another employer (and Executive shall promptly notify the Company in the event that Executive becomes so eligible) or (2) the date Executive is no longer eligible to receive COBRA continuation coverage.

For purposes of this Section 6(f)(ii), in the event of Executive’s death, references to Executive (other than in Section 6(f)(ii)(C)) shall include Executive’s estate, and references to Executive in Section 6(f)(ii)(C) shall include Executive’s spouse and eligible dependents, if any, who are “qualified beneficiaries” (within the meaning of COBRA and the regulations thereunder) with respect to Executive’s death.

(iii)           Executive acknowledges Executive’s understanding that if the Release is not executed and returned to the Company on or before the Release Expiration Date, and the required revocation period has not fully expired without revocation of the Release by Executive, then Executive shall not be entitled to any payments or benefits pursuant to Section 6(f)(ii). As used herein, the “Release Expiration Date” is that date that is 21 days following the date upon which the Company delivers the Release to Executive (which shall occur no later than seven days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days following such delivery date.

(iv)          For purposes of this Agreement, a “Change in Control” shall mean the occurrence of one or more of the following transactions:

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(A)          the sale or disposal by Holdings of all or substantially all of its assets to any person other than an Affiliate of Holdings;

(B)           the merger or consolidation of Holdings with or into another partnership, corporation, or other entity, other than a merger or consolidation in which the unitholders in Holdings immediately prior to such transaction retain a greater than 50% equity interest in the surviving entity; or

(C)           the acquisition by any person or group (as defined in Section 13d(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)),  other than Riverstone Holdings LLC, of the beneficial ownership (as defined in Section 13d(d)(3) of the Exchange Act) of more than 50% of the equity of Enviva entitled to vote in the election of Enviva’s directors (or the persons performing the functions of directors).

For purposes of the definition of “Change in Control,” references to Enviva shall include the MLP and any entity that succeeds to substantially all of the assets of the MLP and which becomes a Delaware corporation (by way of conversion, merger, or otherwise) in connection with the Conversion (as defined below), in each such case whose common stock is issued in exchange for MLP common units.  Notwithstanding the foregoing, Executive acknowledges and agrees that the transactions contemplated by that certain Agreement and Plan of Merger dated as of the date hereof by and among Holdings, Enviva Partners Merger Sub, LLC, and the other parties named therein, shall not be deemed a “Change in Control” for purposes of this Section 6.

As used herein, the “Conversion” means, subject to the requisite approval of the holders of MLP common units, the conversion of the MLP into a Delaware corporation pursuant to a plan of conversion or pursuant to such other alternative transaction or series of transactions adopted by the MLP pursuant to which the MLP or its Affiliate or other entity that succeeds to substantially all of the assets of the MLP becomes a Delaware corporation (by way of reorganization, conversion, merger, or otherwise, or any combination of the foregoing), and in any such case whose common stock is issued in exchange for MLP common units.

(g)           Meaning of Termination of Employment. For all purposes of this Agreement, Executive shall be considered to have terminated employment with the Company when Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the level of bona fide services to be performed to no more than 25% of the average level of bona fide services provided in the immediately preceding 36 months.

7.             Conflicts of Interest; Disclosure of Opportunities. Executive agrees that Executive shall promptly disclose to the Holdings Board any conflict of interest involving Executive upon Executive becoming aware of such conflict. Executive further agrees that, throughout the Employment Period and for one year thereafter, Executive shall offer to the Company and its Affiliates, as applicable, all business opportunities relating to the acquisition, development, ownership, and operation of facilities that collect, process, and transform wood-based biomass into renewable energy feedstock, including wood pellets, regardless of where such business opportunities arise.

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8.             Confidentiality. Executive acknowledges and agrees that, in the course of Executive’s employment with the Company, Executive has been provided with and had access to (and during the Employment Period, Executive will continue to be provided with, and have access to) valuable Confidential Information (as defined below). In consideration of Executive’s receipt of and access to such Confidential Information and in exchange for other valuable consideration provided hereunder, and as a condition of Executive’s employment hereunder, Executive agrees to comply with this Section 8.

(a)            Executive covenants and agrees, both during the Employment Period and thereafter that, except as expressly permitted by this Agreement or by directive of the Holdings Board, Executive shall not disclose any Confidential Information to any Person and shall not use any Confidential Information except for the benefit of the Company or any of its Affiliates. Executive shall take all reasonable precautions to protect the physical security of all documents and other material containing Confidential Information (regardless of the medium on which the Confidential Information is stored). The covenants in this Section 8(a) shall apply to all Confidential Information, whether now known or later to become known to Executive during the Employment Period.

(b)           Notwithstanding Section 8(a), Executive may make the following disclosures and uses of Confidential Information:

(i)             disclosures to other executives or employees of the Company or its Affiliates who have a need to know the information in connection with the business of the Company or its Affiliates;

(ii)            disclosures and uses that are incidental to Executive’s provision of services to the Company and its Affiliates consistent with the terms of this Agreement or that are approved by the Holdings Board;

(iii)           disclosures for the purpose of complying with any applicable laws or regulatory requirements; or

(iv)          disclosures that Executive is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by law.

(c)            Upon the expiration of the Employment Period and at any other time upon request of the Company, Executive shall surrender and deliver to the Company all documents (including electronically stored information) and other material of any nature containing or pertaining to all Confidential Information in Executive’s possession and shall not retain any such document or other material. Within 10 days of any such request, Executive shall certify to the Company in writing that all such materials have been returned to the Company.

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(d)           All non-public information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, that are conceived, made, developed, or acquired by Executive, individually or in conjunction with others, during the period Executive is or has been employed or affiliated with the Company or any of its Affiliates (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business or properties, products, or services (including all such information relating to corporate opportunities, business plans, trade secrets, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) is defined as “Confidential Information.” Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voicemail, electronic databases, maps, drawings, architectural renditions, models, and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions, and other similar forms of expression are and shall be the sole and exclusive property of the Company or its Affiliates and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement.

(e)            Nothing in this Agreement shall prohibit or restrict Executive from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law, (ii) responding to any inquiry or legal process directed to Executive individually from any such Governmental Authorities, (iii) testifying, participating, or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law, or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law, or (y) is made to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law, or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Executive to obtain prior authorization from the Company or its Affiliates before engaging in any conduct described in this Section 8(e), or to notify the Company or its Affiliates that Executive has engaged in any such conduct.

9.             Non-Competition; Non-Solicitation.

(a)            The Company shall continue to provide Executive access to Confidential Information for use only during the Employment Period, and Executive acknowledges and agrees that the Company will be entrusting Executive, in Executive’s unique and special capacity, with continuing to develop the goodwill of the Company, and in consideration thereof and in consideration of the continued access to Confidential Information, and as a condition of Executive’s employment hereunder, Executive has voluntarily agreed to the covenants set forth in this Section 9. Executive further agrees and acknowledges that the limitations and restrictions set forth herein, including the geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and are material and substantial parts of this Agreement intended and necessary to protect the Company’s legitimate business interests, including the preservation of its Confidential Information and goodwill.

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(b)           Executive agrees that, during the period set forth in Section 9(c) below, Executive shall not, without the prior written approval of the Company, directly or indirectly, for Executive or on behalf of or in conjunction with any other person or entity of whatever nature:

(i)             engage or participate within the Market Area in competition with the Company in any business in which either the Company or its Protected Affiliates engaged in, or had plans to become engaged in of which Executive was aware during the Employment Period or the period set forth in Section 9(c) below, which business includes the acquisition, development, ownership, and operation of facilities that collect, process, and transform wood-based biomass into renewable energy feedstock, including wood pellets (the “Business”). As used herein, the term “Protected Affiliates” means any Affiliate of the Company for which Executive provided services during the Employment Period, or about which Executive obtained Confidential Information during the Employment Period.

(ii)            appropriate any Business Opportunity of, or relating to, the Company or its Affiliates located in the Market Area, or engage in any activity that is detrimental to the Company or its Affiliates or that limits the Company’s or an Affiliate’s ability to fully exploit such Business Opportunities or prevents the benefits of such Business Opportunities from accruing to the Company or its Affiliates; or

(iii)           solicit any employee of the Company or its Affiliates to terminate his or her employment therewith.

(c)            Timeframe of Non-Competition and Non-Solicitation Agreement. Executive agrees that the covenants of this Section 9 shall be enforceable during the Employment Period and for a period of one year following the termination of the Employment Period, regardless of the reason for such termination.

(d)           Because of the difficulty of measuring economic losses to the Company and its Affiliates as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company and its Affiliates for which they would have no other adequate remedy, Executive agrees that the foregoing covenant may be enforced by the Company and its Affiliates, in the event of breach by Executive, by injunctions and restraining orders and that such enforcement shall not be the Company’s and its Affiliates’ exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and its Affiliates, both at law and in equity.

(e)            The covenants in this Section 9 are severable and separate, and the unenforceability of any specific covenant (or any portion thereof) shall not affect the provisions of any other covenant (or any portion thereof). Moreover, in the event any court of competent jurisdiction or arbitrator, as applicable, shall determine that the scope, time, or territorial restrictions set forth in this Section 9 are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court or arbitrator deems reasonable, and this Agreement shall thereby be reformed.

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(f)            For purposes of this Section 9, the following terms shall have the following meanings:

(i)             “Business Opportunity” shall mean any commercial, investment, or other business opportunity relating to the Business.

(ii)            “Market Area” shall mean any location or geographic area within 75 miles of a location where the Company or its Affiliates conducts Business, or has plans to conduct Business of which Executive is aware, during the Employment Period.

(g)           All of the covenants in this Section 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.

10.           Ownership of Intellectual Property. Executive agrees that the Company or its applicable Affiliate shall own, and Executive agrees to assign and does hereby assign, all right, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas, and information authored, created, contributed to, made, or conceived or reduced to practice, in whole or in part, by Executive during the period that Executive is or has been employed or affiliated with the Company or any of its Affiliates that either (a) relate, at the time of conception, reduction to practice, creation, derivation, or development, to the Company’s or any of its Affiliates’ business or actual or anticipated research or development, or (b) were developed on any amount of the Company’s time or with the use of any of the Company’s or its Affiliates’ equipment, supplies, facilities, or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Executive will promptly disclose all Company Intellectual Property to the Company. All of Executive’s works of authorship and associated copyrights created during the Employment Period and in the scope of Executive’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Executive agrees to perform, during and after the Employment Period, all reasonable acts deemed necessary by the Company to assist the Company or its applicable Affiliate, at the Company’s or such Affiliate’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.

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11.           Arbitration.

(a)            Subject to Section 11(d), any dispute, controversy, or claim between Executive and the Company or any of its Affiliates arising out of or relating to this Agreement or Executive’s employment with the Company or services provided to any Affiliate of the Company will be finally settled by arbitration in New York, New York before, and in accordance with the rules for the resolution of employment disputes then in effect of, the American Arbitration Association (“AAA”). The arbitration award shall be final and binding on both parties.

(b)            Any arbitration conducted under this Section 11 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously (and, if possible, within 90 days after the selection of the Arbitrator) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony, and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony, and evidence requested by the Arbitrator, except to the extent any information so requested is proprietary, subject to a third-party confidentiality restriction, or to an attorney-client or other privilege), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be rendered in writing, be final and binding upon the disputing parties, and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party.

(c)            Each side shall share equally the cost of the arbitration and bear its own costs and attorneys’ fees incurred in connection with any arbitration, unless the Arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and fees to the other side.

(d)           Notwithstanding Section 11(a), an application for emergency or temporary injunctive relief by either party (including any such application to enforce the provisions of Sections 8, 9, or 10 herein) shall not be subject to arbitration under this Section 11; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section.

(e)           By entering into this Agreement and entering into the arbitration provisions of this Section 11, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(f)            Nothing in this Section 11 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award or (ii) joining another party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement.

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12.           Defense of Claims. Executive agrees that, during the Employment Period and thereafter, upon reasonable request from the Company, Executive will cooperate with the Company or its Affiliates in the defense of any claims or actions that may be made by or against the Company or its Affiliates that relate to Executive’s actual or prior areas of responsibility, except if Executive’s reasonable interests are adverse to the Company or its Affiliate(s), as applicable, in such claim or action. The Company agrees to pay or reimburse Executive for all of Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with Executive’s obligations under this Section 12, provided Executive provides reasonable documentation of same and obtains the Company’s prior approval for incurring such expenses.

13.           Withholdings. The Company may withhold and deduct from any payments made or to be made pursuant to this Agreement (a) all federal, state, local, and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Executive.

14.           Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions hereof. Any and all Exhibits or Attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof. The use herein of the word “including” following any general statement, term, or matter shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term, or matter. Unless the context requires otherwise, all references herein to an agreement, instrument, or other document shall be deemed to refer to such agreement, instrument, or other document as amended, supplemented, modified, and restated from time to time to the extent permitted by the provisions thereof.  All references to “dollars” or “$” in this Agreement refer to United States dollars.  Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

15.            Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of New York without regard to the conflict of law principles thereof. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 11 above and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum, and venue of the state and federal courts located in New York, New York.

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16.           Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties with respect to the matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. Without limiting the scope of the preceding sentence, except as otherwise expressly provided in this Section 16, all understandings and agreements preceding the Amendment Effective Date and relating to the subject matter hereof (including the Prior Agreement) are hereby null and void and of no further force or effect, and this Agreement shall supersede all other agreements, written or oral, that purport to govern the terms of Executive’s employment (including Executive’s compensation) with the Company or any of its Affiliates. Executive acknowledges and agrees that the Prior Agreement is hereby terminated and has been satisfied in full, as has any other employment agreement between Executive and the Company or any of its Affiliates. In entering into this Agreement, Executive expressly acknowledges and agrees that Executive has received all sums and compensation that Executive has been owed, is owed, or ever could be owed pursuant to the agreement(s) referenced in the previous sentence and for services provided to the Company and any of its Affiliates through the date that Executive signs this Agreement, with the exception of any unpaid base salary for the pay period that includes the date on which Executive signs this Agreement. Notwithstanding anything in the preceding provisions of this Section 16 to the contrary, the parties expressly acknowledge and agree that this Agreement does not supersede or replace, but instead complements and is in addition to, all equity compensation agreements between Executive and the Company or any of its Affiliates. This Agreement may be amended only by a written instrument executed by both parties hereto.

17.           Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by such waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time while such breach continues.

18.           Assignment. This Agreement is personal to Executive, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Executive. The Company may assign this Agreement to any successor (whether by merger, purchase, or otherwise) to all or substantially all of the equity, assets, or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder.

19.           Affiliates. For purposes of this Agreement, the term “Affiliates” is defined as any person or entity Controlling, Controlled by, or Under Common Control with the Company. The term “Control,” including the correlative terms “Controlling,” “Controlled By,” and “Under Common Control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract, or otherwise) of a person or entity. For the purposes of the preceding sentence, Control shall be deemed to exist when a person or entity possesses, directly or indirectly, through one or more intermediaries (a) in the case of a corporation, more than 50% of the outstanding voting securities thereof, (b) in the case of a limited liability company, partnership, limited partnership, or joint venture, the right to more than 50% of the distributions therefrom (including liquidating distributions), or (c) in the case of any other person or entity, more than 50% of the economic or beneficial interest therein.

20.           Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person, (b) on the first business day after such notice is sent by air express overnight courier service, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, in each case, to the following address, as applicable:

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(1)            If to the Company, addressed to:

Enviva Management Company, LLC
7272 Wisconsin Ave.
Suite 1800
Bethesda, MD 20814
Attention: General Counsel

(2) If to Executive, addressed to the most recent address the Company has in its employment records for Executive.

21.           Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or “.pdf” or similar electronic format, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties hereto.

22.           Deemed Resignations. Unless otherwise agreed to in writing by the Company and Executive prior to the termination of Executive’s employment, any termination of Executive’s employment shall constitute (a) an automatic resignation of Executive as an officer of the Company, Holdings GP, and each other Affiliate of the Company, as applicable, (b) an automatic resignation of Executive from the board of directors (or similar governing body) of the Company or any Affiliate of the Company (if applicable), and (c) an automatic resignation from the board of directors or any similar governing body of any corporation, limited liability entity, or other entity in which the Company or any Affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as the Company’s or such Affiliate’s designee or other representative (if applicable).

23.           Effect of Termination. The provisions of Sections 6(f), 7-12, 22, and 24 and those provisions necessary to interpret and enforce them, shall survive any termination of the employment relationship between Executive and the Company.

24.           Third-Party Beneficiaries. Each Affiliate of the Company shall be a third-party beneficiary of Executive’s obligations under Sections 7, 8, 9, 10, and 22 and shall be entitled to enforce such obligations as if a party hereto.

25.           Severability. Subject to Section 9(e), if an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or part thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or part thereof) shall not affect the validity or enforceability of any other provision (or part thereof) of this Agreement, and all other provisions (or part thereof) shall remain in full force and effect.

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26.           Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Executive’s death or (ii) the date that is six months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

[The remainder of this page was left blank intentionally; the signature page follows.]

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IN WITNESS WHEREOF, Executive and the Company each have caused this Agreement to be executed in its name and on its behalf, effective for all purposes as provided above.

EXECUTIVE
/s/ Shai S. Even
Shai S. Even
ENVIVA MANAGEMENT COMPANY, LLC
By:	/s/ William H. Schmidt, Jr.
Name:	William H. Schmidt, Jr.
Title:	Executive Vice President, Corporate Development and General Counsel

Signature Page To

Third Amended and Restated
Employment Agreement
(Shai S. Even)

EX-99.1

Exhibit 99.1

Enviva Partners, LP Announces Simplification Transaction and Corporate Conversion

Evolving corporate structure to unlock significant benefits

associated with rapidly expanding global ESG investor universe

BETHESDA, MD, October 15, 2021 — Enviva Partners, LP (NYSE: EVA) (“Enviva,” “EVA,” “we,” “us,” or “our”) today announced a definitive agreement with Enviva Holdings, LP (“Holdings,” “general partner,” or “GP”) pursuant to which it acquired all of the ownership interests in Holdings (the “GP Buy-in”) and eliminated its incentive distribution rights, or “IDRs” (the “Simplification” and, together with the GP Buy-in, the “Simplification Transaction”) in exchange for 16 million EVA common units, representing total consideration of approximately $870 million based on EVA’s 20-day volume-weighted average price ending on October 13, 2021. Enviva concurrently announced that it intends to convert its organizational structure from a master limited partnership (“MLP”) to a corporation (“C-Corp”) under the name of Enviva Inc. (the “Conversion”).

Transaction Highlights

· Transaction structured to be non-taxable to unitholders and immediately eliminates IDRs and associated growing cash obligation

· Extends fully contracted business by increasing contract backlog to more than $21 billion and weighted average contract maturity to 14.5 years

· Reduces expected cost to EVA of fully contracted new production capacity to ~5x adjusted EBITDA project investment multiple, as compared to a historical drop-down investment multiple of ~7.5x

· Planned conversion of EVA from an MLP to a C-Corp, with an independent board and “regular way” corporate governance, further strengthens Enviva’s ESG credentials and index eligibility, as well as access to deeper pool of domestic and international investors

· Reaffirms stable dividend with guidance of $3.30 per share for 2021 and $3.62 per share for 2022

“We are very excited about the highly accretive benefits that Enviva’s Simplification Transaction and Conversion brings to our unitholders,” said John Keppler, Chairman and Chief Executive Officer. “By eliminating the IDRs, significantly reducing the cost of upcoming investments in fully contracted assets, and eliminating the barriers to institutional ownership that can result from a partnership’s tax structure, we believe we can dramatically reduce Enviva’s cost of capital and unlock significant value while simultaneously creating a sustainable structure for long-term value creation.”

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“We operate at the epicenter of the international energy transition and global efforts to decarbonize and reach ‘net zero’ by 2050. As we continue to grow our balance sheet to meet exponentially increasing worldwide demand for our product, our new structure should enable investors across the globe to participate in the step-change accretion we have ahead of us,” Keppler continued. “We believe the strength and stability of our fully contracted business will support our steadfast commitment to consistently and sustainably delivering superior returns to shareholders.”

Investor Webcast

Enviva will host a conference call on Friday, October 15 at 9:00 am Eastern Time to discuss the Simplification Transaction and the Conversion. Access to the webcast and presentation is available via the Investor Relations section of our website at ir.envivabiomass.com. Conference call numbers for North American participation are 1 (877) 833-0383, and +1 (412) 902-6506 for international callers. The passcode number is 1598235. A replay of the webcast will be available via the Investor Relations section of our website for one year following the call.

Simplification Transaction Details

In connection with the Simplification Transaction, Enviva acquired 100% of the ownership interests of Holdings and eliminated all outstanding IDRs in exchange for 16 million common units of EVA. The former owners of Holdings are now direct investors in EVA and have agreed to reinvest all dividends related to 9 million of the 16 million units issued in connection with the Simplification Transaction during the period beginning with the distribution for the third quarter of 2021 through the dividend for the fourth quarter of 2024 (the “DRIP”). The DRIP commitment translates into an expected further common equity investment of approximately $100 million in EVA by the former owners of Holdings.

Immediately prior to the Simplification Transaction, Holdings repaid its $325 million institutional term loan with cash on hand and had no further material debt outstanding. Enviva was not required to incur any significant drawings under its revolving credit facility or other indebtedness to complete the Simplification Transaction.

Enviva also plans to transition to a self-funding growth model for capital expenditures over time, which we expect will limit our need to access the capital markets longer-term. We project that we can develop fully contracted production plants at an adjusted EBITDA project investment multiple of ~5x, similar to that of previous developments at Holdings, an improvement of ~2.5x when compared to the ~7.5x average drop-down acquisition multiple for similar plants in the past.

We expect to retain an incremental ~$1 billion of cash flow over the next 5 years compared to the prior sponsor-led structure, driven by the elimination of IDRs and lower plant investment multiples.

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Spanning the next 5 years, we anticipate that this improved return on invested capital will generate over $500 million of the approximately $1 billion of forecasted retained cash flow, with the other half coming from the elimination of IDRs, which represented an increasingly significant annual cash obligation.

Based on EVA’s 20-day volume-weighted average unit price ending on October 13, 2021, the Simplification Transaction’s value was approximately $870 million. We expect the Simplification Transaction to deliver substantial cash flow accretion beginning in 2024.

Conversion Transaction Details

Enviva expects the Conversion to take effect as of December 31, 2021. The Conversion requires the affirmative vote of a majority of EVA’s common unitholders, and Enviva believes there will be more than sufficient support of the Conversion.

Following the Conversion:

· Enviva Partners, LP units will be exchanged for shares of Enviva Inc. on a one-for-one basis in a transaction structured to be non-taxable to EVA’s unitholders

· Shareholders will receive a Form 1099 for tax purposes starting for tax year 2022, in lieu of a Schedule K-1 form

· Enviva Inc. will be taxed as a corporation and subject to federal income taxes; however, given Enviva’s growth outlook over the next 5 years and the assets that will be needed to support that growth, we expect to generate a significant amount of depreciation that will minimize our federal income tax payments through at least 2026

Recently, we held discussions with our credit rating agencies regarding the Simplification Transaction and Conversion. All three firms favor the simplified, C-Corp structure, and we do not believe there will be any ratings changes associated with the transactions.

“We are very proud of Enviva’s success to date, and the strength and the durability of our business model. Enviva’s forecasted compound annual adjusted EBITDA growth rate from 2022 through 2024 would rank in the 90^th percentile of the S&P 500 based on analysts’ consensus figures. We would also rank in the 99^th percentile of the S&P 500 for 2022 dividend yield based on yesterday’s unit price. However, our current enterprise value to forecasted 2022 adjusted EBITDA trading multiple is only in the 60^th percentile of the S&P 500. Moreover, we have fully contracted assets with visible, durable cash flows for decades. With the transactions we announced this morning, we are removing the overhang of the IDR burden as well as the K-1 barrier, and, with the expanded investor funds flow we expect to attract as a result, we believe we will begin to unlock the full sustainability premium of a business that every day is profitably solving one of the greatest challenges of our time, climate change,” said Shai Even, Executive Vice President and Chief Financial Officer.

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Contracting and Market Update

As part of the Simplification Transaction, Enviva acquired ~$4.4 billion of existing take-or-pay off-take contracts with investment grade-rated counterparties. These contracts more than fully support the development and construction of a fully contracted plant in Epes, Alabama (“Epes”). The contracts acquired have a weighted average term of approximately 19 years, with an associated base volume of 21 million metric tons (“MT”) of wood pellets.

Enviva also acquired (i) a sales pipeline with over $27 billion of identified potential customer contracts, including recently signed exclusive memorandums of understanding, which we expect to convert into binding agreements over the next 12 months, and (ii) a development pipeline that includes projects at 13 additional sites in various stages of development. Using conservative assumptions based on our historical success rate with converting identified opportunities into binding contracts, our existing customer pipeline would more than fully support the addition of 6 new wood pellet production plants and several highly accretive expansion projects which, when aggregated with Epes, would approximately double the size of our current production capacity.

Further, today Enviva announced the signing of a new 5-year take-or-pay off-take contract to supply British renewable energy company Drax Group PLC (“Drax”) with 200,000 metric tons per year (“MTPY”) of wood pellets. Deliveries related to the contract are scheduled to commence in 2022. This is the fourth contract signed with Drax since Enviva’s IPO in 2015, and demonstrates the long-standing relationship between Drax, the world’s largest consumer of wood pellets, and Enviva, the world’s largest supplier.

Enviva also announced the signing of a new 190,000 MTPY, 20-year take-or-pay off-take contract to supply a large, creditworthy Japanese trading house with deliveries commencing in 2024.

As a result of the Simplification Transaction and the newly announced contracts, Enviva’s total weighted-average remaining term of off-take contracts is approximately 14.5 years, with a total product sales backlog of over $21 billion.

Key drivers to our robust growth outlook include the increased requirements from regulators and policy makers and commitments from large industrial manufacturers around the world to decarbonize greenhouse-gas (“GHG”) intensive industries like steel, chemicals, lime, cement, and aviation fuels. Conclusions from a market sizing and adoption study we recently commissioned from a leading international consultancy suggest that these segments are expected to increase from virtually zero today, to as much as 29 million MTPY of industrial-grade wood pellets by 2030.

In addition to anticipated demand driven by net-zero targets, the current energy commodity environment, in which coal, crude oil, and natural gas prices have surged, has increased the pace of conversations and negotiations with several large, creditworthy counterparties. Since November 2020, European Union carbon prices have more than doubled, allowing biomass to be more profitable in energy generation than carbon-intensive feedstocks such as coal and natural gas, even in markets where there are no direct incentives or subsidies for renewable energy generation. Today, carbon prices have stabilized around the 60 €/MT mark, and given this attractive economic backdrop, we have seen accelerated momentum around fuel-switching decisions.

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Asset Update

As part of the Simplification Transaction, Enviva acquired the fully contracted Epes plant, which is currently under development. We expect to commence construction in early 2022, with an in-service date scheduled for mid-2023. Epes is designed and permitted to produce more than 1 million MTPY of wood pellets, which would make it the largest wood pellet production plant in the world.

Enviva also acquired a prospective production plant in Bond, Mississippi (“Bond”), which is being developed to produce between 750,000 and more than 1 million MTPY of wood pellets. Bond’s proximity to the Port of Pascagoula positions us to transport its production efficiently by truck from the plant to our terminal at the Port. We expect construction of Bond to commence once Epes is operational, but timing of construction could be expedited depending on the schedule and delivery requirements of additional off-take contract opportunities under negotiation and general market conditions.

Shifting to Enviva’s current fleet, construction on the Lucedale plant continues, and we expect commissioning to commence during the fourth quarter of 2021. Our terminal at the Port of Pascagoula also remains on track to receive, store, and load production from the Lucedale plant once the plant is operational.

In respect of Enviva’s expansion projects, the Northampton expansion is complete and the Southampton expansion is currently in the commissioning process. Construction on the Greenwood expansion is also nearing completion. Further, we have made significant investments in the “Multi-Plant Expansions”, commencing at Enviva’s Sampson and Hamlet plants, with Cottondale to follow.

Third Quarter Update

For the third quarter of 2021, our estimate for net income ranges from a $0.5 million net loss to $3.5 million of net income. Adjusted EBITDA ranges from $61 million to $65 million, representing an increase of 16% at the midpoint as compared to the third quarter of 2020 and a 29% increase over the second quarter of 2021. In the third quarter of 2021, our contractors and supply chain partners experienced labor-related and other challenges associated with COVID-19 that had a temporal, but more pronounced than anticipated, impact on our operations and project execution schedule. We believe that these challenges were short-term and isolated in nature and based on the actions we have taken and the plans we have in place, we believe these issues are beginning to be behind us. Accordingly, based on our expected financial results for the third quarter and year ended December 31, 2021, and without considering the impact of the Simplification Transaction, we believe we would have delivered financial results consistent with the previously announced guidance range for adjusted EBITDA, albeit at the lower end of the range.

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Guidance Update

$ millions, unless noted	2021*		2022
Net Income		4.0 – 14.0		42.0 – 67.0
Adjusted EBITDA		225.0 - 235.0		275.0 - 300.0
Interest Expense		48.0		56.0
Maintenance Capex		14.0		10.0
DCF		165.0 - 175.0		210.0 - 235.0
Leverage Ratio		3.5x – 4.0x		3.5x – 4.0x
Dividend per Common Share		$ 3.30 /share		$ 3.62 /share
Dividend Coverage Ratio (on a forward-looking annual cash basis)		>1.0 times		>1.0 times

*The 2021 measures set forth in the table above include the expected post-closing results of the assets and operations acquired as part of the Simplification Transaction, but do not reflect a potential recast of our historical results of operations that may result from the Simplification Transaction

For full-year 2021, Enviva expects to generate net income in the range of $4 million to $14 million and adjusted EBITDA of between $225 million and $235 million and to distribute $3.30 per share. As a result of the GP Buy-in, now included in fourth quarter of 2021 estimates are approximately $15 million to $20 million of selling, general and administrative expenses (“SG&A”) associated with market and asset development activities.

For full-year 2022, Enviva expects to generate net income in the range of $42 million to $67 million and adjusted EBITDA in the range of $275 million to $300 million, and to maintain a quarterly dividend of $0.905 per share, for a total of $3.62 in dividends declared per share for the year. We expect net income to increase by close to 6 times for 2022 as compared to 2021, using the midpoint of guidance ranges. We expect adjusted EBITDA to increase by approximately 25% for 2022 as compared to 2021, using the midpoint of guidance ranges.

Our forecasted dividend coverage ratio is calculated on a forward-looking annual cash basis, meaning it does not take into account dividends related to the 9 million DRIP shares issued as part of the Simplification Transaction.

The above guidance amounts for 2022 include additional corporate, commercial, sales and marketing, communications, public affairs, sustainability, and development expenses associated with the acquisition of Holdings, along with certain one-time costs associated with the transactions. For full-year 2022, we expect SG&A related to the GP Buy-in to range from $37 million to $43 million. Actual amounts reported for SG&A may vary due to the level of capitalization of development activities associated with new plant construction and plant expansions. Importantly, we expect SG&A expenses related to the acquisition of Holdings to decline over time as we benefit from synergies and execute streamlining initiatives, with a desire to reduce these expenses by approximately $5 million annually commencing in 2023.

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In connection with the GP Buy-in, the existing management services agreement fee waivers and other Holdings support agreements associated with EVA’s earlier acquisitions of the Greenwood and Lucedale plants and Pascagoula terminal were consolidated, fixed, and novated to the former owners of Holdings. As a result, under the consolidated support agreement, EVA will receive quarterly payments in an aggregate amount of $55.5 million through the fourth quarter of 2023.

“We are very proud to have been a fundamental part of Enviva’s continued success since our initial investment in 2010,” said Pierre Lapeyre and David Leuschen, Co-Founders of Riverstone Holdings LLC, the former financial sponsor of Holdings, which was acquired by Enviva as part of the GP Buy-in. “Global commitments to reduce climate change require patient, thoughtful, and creative private capital providers. Riverstone and its decarbonization platform are focused on continuing to create further innovative and attractive investment opportunities like Enviva. We look forward to working with the company in the future to build additional durable shareholder value.”

“We have been very fortunate to have had Riverstone as our financial sponsor for over 10 years and are very proud of the growth we’ve accomplished. Together, we’ve built a company that delivers real climate change benefits – today – and is a steward of the environment and a proud and positive part of every community in which we operate,” concluded Keppler. “We are also particularly proud of the peer-leading returns we’ve delivered to our investors. As Enviva embraces a new corporate structure, we will continue our strategy to build and operate fully contracted assets that provide top-tier cash flow growth, with unparalleled durability and visibility. As we evolve our financial framework within this new structure, we are prioritizing robust dividend coverage and balance sheet strength on our path to self-funding growth. Our collective alignment around long-term total returns to shareholders remains top of mind for us, with the expectation that we will maintain ample financial flexibility to grow dividends over time.”

For the Simplification Transaction, Evercore served as exclusive financial advisor and Baker Botts L.L.P. served as legal counsel to the conflicts committee of the board of directors of Enviva’s general partner. Goldman Sachs & Co. LLC served as exclusive financial advisor and Vinson & Elkins LLP served as legal counsel to Holdings. Latham & Watkins LLP served as legal counsel to Riverstone Holdings LLC.

About Enviva

Enviva (NYSE: EVA) aggregates a natural resource, wood fiber, and processes it into a transportable form, wood pellets. Enviva sells a significant majority of its wood pellets through long-term, take-or-pay off-take contracts with creditworthy customers in the United Kingdom, Europe, and Japan. Enviva owns and operates 10 plants with a combined production capacity of approximately 6.2 million metric tons per year in Virginia, North Carolina, South Carolina, Georgia, Florida, and Mississippi. In addition, Enviva exports wood pellets through its marine terminals at the Port of Chesapeake, Virginia, the Port of Wilmington, North Carolina, and the Port of Pascagoula, Mississippi, and from third-party marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida.

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To learn more about Enviva please visit our website at www.envivabiomass.com. Follow Enviva on social media @Enviva.

Non-GAAP Financial Measures

In addition to presenting our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”), we use adjusted EBITDA and distributable cash flow to measure our financial performance.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) excluding depreciation and amortization, interest expense, income tax expense, early retirement of debt obligations, certain non-cash waivers of fees for management services provided to us by our sponsor (the “MSA Fee Waivers”) or payment pursuant to the support agreement entered into in connection with the Simplification Transaction, non-cash unit compensation expense, asset impairments and disposals, changes in unrealized derivative instruments related to hedged items included in gross margin and other income and expense, certain items of income or loss that we characterize as unrepresentative of our ongoing operations, and the effect of certain sales and marketing, scheduling, sustainability, consultation, shipping, and risk management services (collectively, “Commercial Services”). Adjusted EBITDA is a supplemental measure used by our management and other users of our financial statements, such as investors, commercial banks, and research analysts, to assess the financial performance of our assets without regard to financing methods or capital structure.

Distributable Cash Flow

We define distributable cash flow as adjusted EBITDA less maintenance capital expenditures, income tax expense and interest expense net of amortization of debt issuance costs, debt premium, and original issue discounts. We use distributable cash flow as a performance metric to compare the cash-generating performance of the Partnership from period to period and to compare the cash-generating performance for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. We do not rely on distributable cash flow as a liquidity measure.

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Limitations of Non-GAAP Financial Measures

Adjusted EBITDA and distributable cash flow are not financial measures presented in accordance with accounting principles generally accepted in the United States (“GAAP”). We believe that the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. Each of these non-GAAP financial measures has important limitations as an analytical tool because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider adjusted EBITDA or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP.

Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following table provides a reconciliation of the estimated range of adjusted EBITDA and DCF to the estimated range of net income for Enviva, for the three months ending September 30, 2021 (in millions):

	Three Months Ending September 30, 2021
Estimated net income (loss)	$	(0.5) – 3.5
Add:
Depreciation and amortization		22.0
Interest expense		10.0
Income tax expense		1.0
Non-cash unit compensation expense		2.0
Loss on disposal of assets		4.0
Changes in unrealized derivative instruments		(4.0	)
MSA Fee Waivers		21.0
Acquisition and integration costs		5.5
Other non-cash expenses		-
Estimated adjusted EBITDA	$	61.0 – 65.0
Less:
Interest expense net of amortization of debt issuance costs, debt premium, original issue discount		10.0
Cash Income Tax Expense		-
Maintenance capital expenditures		3.0
Estimated distributable cash flow	$	48.0 – 52.0

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The following table provides a reconciliation of the estimated range of adjusted EBITDA and DCF to the estimated range of net income for Enviva, for the twelve months ending December 31, 2021¹ (in millions):

	Twelve Months Ending December 31, 2021
Estimated net income	$	4.0 – 14.0
Add:
Depreciation and amortization		91.0
Interest expense		48.0
Income tax expense		1.0
Non-cash share-based compensation expense		11.0
Loss on disposal of assets		8.0
Changes in unrealized derivative instruments		(4.0	)
Support Payments		49.0
Acquisition and integration costs		16.0
Other non-cash expenses		1.0
Estimated adjusted EBITDA	$	225.0 – 235.0
Less:
Interest expense net of amortization of debt issuance costs, debt premium, original issue discount		46.0
Cash Income Tax Expense		-
Maintenance capital expenditures		14.0
Estimated distributable cash flow	$	165.0 – 175.0

(1) The 2021 measures set forth in the table include the expected post-closing results of the assets and operations acquired as part of the Simplification Transaction, but do not reflect a potential recast of our historical results of operations that may result from the Simplification Transaction

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The following table provides a reconciliation of the estimated range of adjusted EBITDA and DCF to the estimated range of net income for Enviva, for the twelve months ending December 31, 2022 (in millions):

	Twelve Months Ending December 31, 2022
Estimated net income	$	42.0 – 67.0
Add:
Depreciation and amortization		112.0
Interest expense		56.0
Income tax expense		25.0
Non-cash share-based compensation expense		12.0
Loss on disposal of assets		4.0
Changes in unrealized derivative instruments		-
Support Payments		24.0
Acquisition and integration costs		-
Other non-cash expenses		-
Estimated adjusted EBITDA	$	275.0 – 300.0
Less:
Interest expense net of amortization of debt issuance costs, debt premium, original issue discount		55.0
Cash Income Tax Expense		-
Maintenance capital expenditures		10.0
Estimated distributable cash flow	$	210.0 – 235.0

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Important Information for Unitholders

This communication does not constitute a solicitation of any vote or approval.

In connection with the Conversion, Enviva will file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement. Enviva also plans to file other documents with the SEC regarding the Conversion. After the proxy statement has been cleared by the SEC, a definitive proxy statement will be mailed to the unitholders of Enviva. UNITHOLDERS OF ENVIVA ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE CONVERSION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONVERSION. Unitholders will be able to obtain free copies of the proxy statement and other documents containing important information once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

Enviva and its general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Enviva in connection with the proposed transaction. Information about such directors and executive officers is set forth in Enviva’s Annual Report on Form 10-K filed with the SEC on February 25, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

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Cautionary Note Concerning Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the Conversion, Enviva’s ability to consummate the Conversion, the benefits of the Conversion and Enviva’s future financial performance following the Conversion, as well as Enviva’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Enviva disclaims any duty to revise or update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Enviva cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Enviva. These risks include, but are not limited to, (i) general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; (ii) the inability of the parties to enter into definitive agreements or successfully or timely consummate the Conversion or to satisfy the other conditions to the closing of the Conversion; (iii) the risk that the approval of the unitholders of Enviva for the Conversion is not obtained; (iv) failure to realize the anticipated benefits of the Conversion, including as a result of a delay in consummating the Conversion; (v) risks related to our ability to complete development projects at expected multiples or on projected timelines; (vi) risks related to the growth of Enviva’s business and the timing of expected business milestones; (vii) the effects of competition on Enviva’s future business; (viii) the volume and quality of products that we are able to produce or source and sell, which could be adversely affected by, among other things, operating or technical difficulties at our wood pellet production plants or deep-water marine terminals; (ix) the prices at which we are able to sell our products; (x) our ability to successfully integrate drop-down or third-party acquisitions (including the assets acquired as part of the GP Buy-in), including the associated contracts, or to realize the anticipated benefits of such acquisitions; (xi) failure of our customers, vendors, and shipping partners to pay or perform their contractual obligations to us; (xii) the creditworthiness of our contract counterparties; (xiii) the amount of low-cost wood fiber that we are able to procure and process, which could be adversely affected by, among other things, disruptions in supply or operating or financial difficulties suffered by our suppliers; (xiv) changes in the price and availability of natural gas, coal, or other sources of energy; (xv) unanticipated ground, grade or water conditions; (xvi) inclement or hazardous environmental conditions, including extreme precipitation, temperatures, and flooding; (xvii) fires, explosions, or other accidents; (xviii) changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, the international shipping industry, or power, heat, and combined heat and power generators; (xix) changes in the regulatory treatment of biomass in core and emerging markets; (xx) our inability to acquire or maintain necessary permits or rights for our production, transportation, or terminaling operations; (xxi) changes in the price and availability of transportation; (xxii) changes in foreign currency exchange or interest rates, and the failure of our hedging arrangements to effectively reduce our exposure to the risks related thereto; (xxiii) risks related to our indebtedness; (xxiv) our failure to maintain effective quality control systems at our wood pellet production plants and deep-water marine terminals, which could lead to the rejection of our products by our customers; (xxv) changes in the quality specifications for our products that are required by our customers; (xxvi) labor disputes, unionization or similar collective actions; (xxvii) our inability to hire, train or retain qualified personnel to manage and operate our business and newly acquired assets; (xxviii) the effects of the exit of the UK from the EU on our and our customers’ businesses; (xxix) our inability to borrow funds and access capital markets; and (xxx) viral contagions or pandemic diseases, such as the recent outbreak of a novel strain of coronavirus known as COVID-19.

Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Enviva’s expectations and projections can be found in Enviva’s periodic filings with the SEC. Enviva’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Additional Information and Where to Find It

In connection with the Conversion, Enviva will file a proxy statement with the SEC. Additionally, Enviva will file other relevant materials with the SEC in connection with the Conversion. The materials to be filed by Enviva with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of Enviva are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the Conversion because they will contain important information about the Conversion.

Enviva and its general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies of Enviva’s unitholders in connection with the Conversion. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of such executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC in connection with the Conversion when they become available. Information concerning the interests of Enviva’s participants in the solicitation, which may, in some cases, be different than those of Enviva’s unitholders generally, will be set forth in the proxy statement relating to the Conversion when it becomes available.

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investor Contact:

Kate Walsh

Vice President, Investor Relations
ir@envivapartners.com

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EX-99.2

Exhibit 99.2

SIMPLIFICATION TRANSACTION AND CONVERSION TO C - CORP NYSE: EVA OCTOBER 15, 2021 INVESTOR PRESENTATION

Important Information for Unitholders This communication does not constitute a solicitation of any vote or approval. In connection with the proposed conversion, Enviva will file with the U.S. Securities and Exchange Commission (the “SEC”) a p rox y statement. Enviva also plans to file other documents with the SEC regarding the conversion. After the proxy statement has been cleared by the SEC, a definitive proxy st ate ment will be mailed to the unitholders of Enviva. UNITHOLDERS OF ENVIVA ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OT HER DOCUMENTS RELATING TO THE PROPOSED CONVERSION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOM E AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONVERSION. Unitholders will be able to obtain f ree copies of the proxy statement and other documents containing important information once such documents are filed with the SEC, through the web site maintained by the SEC at http://www.sec.gov . Participants in the Solicitation Enviva and its general partner’s directors and executive officers may be deemed to be participants in the solicitation of pro xie s from the unitholders of Enviva in connection with the proposed transaction. Information about such directors and executive officers is set forth in Enviva’s Annual Report on F orm 10 - K filed with the SEC on February 25, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interes ts, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Additional Information and Where to Find It In connection with the proposed conversion, Enviva Partners, LP (“Enviva”) will file a proxy statement with the SEC. Addition all y, Enviva will file other relevant materials with the SEC in connection with the proposed conversion. The materials to be filed by Enviva with the SEC may be obtained free of cha rge at the SEC’s web site at www.sec.gov . Security holders of Enviva are urged to read the proxy statement and the other relevant materials when they become available bef ore making any voting decision with respect to the proposed conversion because they will contain important information about the conversion. Enviva and its general partner’s directors and executive officers may be deemed to be participants in the solicitation of pro xie s of Enviva’s unitholders in connection with the proposed conversion. Security holders may obtain more detailed information regarding the names, affiliations and interests of ce rtain of such executive officers and directors in the solicitation by reading the proxy statement and other relevant materials filed with the SEC in connection with the conver sio n when they become available. Information concerning the interests of Enviva’s participants in the solicitation, which may, in some cases, be different than those of E nvi va’s unitholders generally, will be set forth in the proxy statement relating to the conversion when it becomes available. IMPORTANT INFORMATION FOR UNITHOLDERS SIMPLIFICATION AND C - CORP CONVERSION 2

FORWARD - LOOKING STATEMENTS Forward - looking Statements The information included herein and in any oral statements made in connection herewith include “forward - looking statements” with in the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact includ ed herein, regarding the conversion, Enviva’s ability to consummate the conversion, the benefits of the conversion and Enviva’s future financial performance following the conversion, as well as Env iva ’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward - looking statements. When used herein, including any oral statem ents made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intende d t o identify forward - looking statements, although not all forward - looking statements contain such identifying words. These forward - looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Enviva disclaims any duty to revise or update any forward - look ing statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Enviva cautions you that these forward - looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Enviva. These risks include, but are not limited to, (i) general economic, financial, legal, political and bus ine ss conditions and changes in domestic and foreign markets; (ii) the inability of the parties to enter into definitive agreements or successfully or timely consummate the conversion or to satisfy the other conditions to the clos ing of the conversion; (iii) the risk that the approval of the unitholders of Enviva for the conversion is not obtained; (iv) failure to realize the anticipated benefits of the conversion, including as a result of a de lay in consummating the conversion; (v) risks related to our ability to complete development projects at expected multiples or on projected timelines; (vi) risks related to the growth of Enviva’s business and the timing of expe cte d business milestones; (vii) the effects of competition on Enviva’s future business; (viii) the volume and quality of products that we are able to produce or source and sell, which could be adversely affected by, among ot her things, operating or technical difficulties at our wood pellet production plants or deep - water marine terminals; (ix) the prices at which we are able to sell our products; (x) our ability to successfully integrate dro p - down or third - party acquisitions (including the assets acquired as part of the GP Buy - in (as defined below)), including the associated contracts, or to realize the anticipated benefits of such acquisitions; (xi) failur e o f our customers, vendors, and shipping partners to pay or perform their contractual obligations to us; (xii) the creditworthiness of our contract counterparties; (xiii) the amount of low - cost wood fiber that we are able to proc ure and process, which could be adversely affected by, among other things, disruptions in supply or operating or financial difficulties suffered by our suppliers; (xiv) changes in the price and availability of natural gas, co al, or other sources of energy; (xv) unanticipated ground, grade or water conditions; (xvi) inclement or hazardous environmental conditions, including extreme precipitation, temperatures, and flooding; (xvii) fires, explosions, or other accidents; (xviii) changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low - carbon energy, the forestry products industry, the international shipping in dustry, or power, heat, and combined heat and power generators; (xix) changes in the regulatory treatment of biomass in core and emerging markets; (xx) our inability to acquire or maintain necessary permits or rig hts for our production, transportation, or terminaling operations; (xxi) changes in the price and availability of transportation; (xxii) changes in foreign currency exchange or interest rates, and the failure of our hed gin g arrangements to effectively reduce our exposure to the risks related thereto; (xxiii) risks related to our indebtedness; (xxiv) our failure to maintain effective quality control systems at our wood pellet production plants an d d eep - water marine terminals, which could lead to the rejection of our products by our customers; (xxv) changes in the quality specifications for our products that are required by our customers; (xxvi) labor disp ute s, unionization or similar collective actions; (xxvii) our inability to hire, train or retain qualified personnel to manage and operate our business and newly acquired assets; (xxviii) the effects of the exit of the UK from the E U o n our and our customers’ businesses; (xxix) our inability to borrow funds and access capital markets; and (xxx) viral contagions or pandemic diseases, such as the recent outbreak of a novel strain of coronaviru s k nown as COVID - 19. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occ ur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward - looking statements. Additional information concerning these and other factors tha t may impact Enviva’s expectations and projections can be found in Enviva’s periodic filings with the SEC. Enviva’s SEC filings are available publicly on the SEC’s website at www.sec.gov . Industry and market data This presentation has been prepared by Enviva and includes market data and other statistical information from third - party source s, including independent industry publications, government publications or other published independent sources. Although Enviva believes these third - party sources are reliable as of their respective dates, Enviva has no t independently verified the accuracy or completeness of this information. Some data is also based on Enviva’s good faith estimates, which are derived from its review of internal sources as well as the third - party so urces described above. 3 SIMPLIFICATION AND C - CORP CONVERSION

4 INDEX SIMPLIFICATION AND C - CORP CONVERSION TRANSACTION OVERVIEW............................................................. FINANCIAL GUIDANCE.................................................................. MARKET UPDATE…….................................................................... ASSET OVERVIEW........................................................................ APPENDIX………........................................................................... SUPPLEMENTAL INFORMATION……….............................................. 5 11 13 16 21 27

TRANSACTION OVERVIEW

ENVIVA INC. HIGH GROWTH AND DURABLE LONG - TERM CASH FLOWS See Supplemental Information for footnotes 6 SIMPLIFICATION AND C - CORP CONVERSION Prioritizing conservative leverage and transitioning to self - funding while preserving financial flexibility to optimize growth and return of capital Building Fully Contracted Plants at Expected ~5x EBITDA Multiple Visibility into doubling contracted production capacity under existing sales and asset development pipelines 4 Robust Long - Term Demand Growing $27+ billion 5 customer pipeline driven by energy transition and industry decarbonization Attractive Dividend Yield Stable dividends growing from $3.30 in 2021 and $3.62 in 2022 6 World’s largest industrial - grade wood pellet producer Committed to net zero by 2030 2 ~6.2 Million MTPY of Fully Contracted Production Capacity 1 Total weighted - average remaining term of 14.5 years $21+ Billion Take - Or - Pay Contracted Backlog 3 Conservative Financial Framework

MAINTAINING HIGH GROWTH, SOLID DIVIDENDS AND DURABLE CASH FLOWS WHILE INCREASING ESG ATTRIBUTES AND ENABLING BROAD, INTERNATIONAL ACCESS TO INVESTORS Expected Transaction Highlights Highly accretive transaction eliminates IDRs and “buys in” the GP, accelerating growth at a lower cost of capital ▪ Incentive distribution rights (“IDRs”) and growing cash obligation immediately eliminated ▪ $4.4 billion take - or - pay contracted backlog 3 and $27+ billion sales pipeline housed within EVA which supports 6 new greenfield plants 1 ▪ Potential to develop fully contracted plants at ~5x adjusted EBITDA project investment multiple vs. historical drop - downs at ~7. 5x 4 Converting from an MLP to a C - Corp (“Enviva Inc.”) 5 ▪ Independent board of directors with “regular way” corporate governance 6 ▪ Transaction structured to be non - taxable to common unitholders; K - 1 tax form being replaced with 1099 form ▪ Index eligibility is significantly expanded, and EVA equity accessible by a deeper pool of domestic and international investo rs Preserving dividend guidance, 7 with increasing financial flexibility and balance sheet strength to drive growth and increase return of capital to shareholders over time Simplification expected to drive ~$1 billion of incremental retained cash flow over the next 5 years, 8 primarily through a combination of IDR elimination and significant improvement in project returns with lower investment multiples 7 TRANSACTION OVERVIEW 1 Same strong business, even better corporate structure SIMPLIFICATION AND C - CORP CONVERSION EVA, as one of the top - performing publicly traded master limited partnerships (“MLP”), has significantly outperformed the S&P 50 0, the MSCI ESG Index, and the Alerian MLP index on a total return basis over the last 3 - year and 5 - year periods 2 Given the rapidly expanding universe of global and ESG - focused investors, Enviva is evolving its corporate structure to enable t he company to unlock value from its fully contracted, high - growth, strong cash - flowing business, operating at the epicenter of the international energy transition and global efforts to decarbonize and reach “net zero” by 2050 IMMEDIATELY UNLOCKING TREMENDOUS VALUE FOR UNITHOLDERS, AND ALIGNING ALL INVESTORS AROUND A SINGLE METRIC: TOTAL SHAREHOLDER RETURN See Supplemental Information for footnotes

EVA plans to convert from a partnership to a Delaware C - Corp effective by December 31, 2021: 5 ▪ Post - conversion, Enviva Inc. will be taxed as a corporation, with a 1099 form issued for tax purposes to shareholders instead of a K - 1 ▪ The conversion from MLP to C - Corp is structured as non - taxable to EVA’s unitholders and Enviva Inc. expects to generate signific ant tax depreciation from continued investment in fully contracted assets, which is forecasted to result in minimal federal income tax payments th rou gh at least 2026 ▪ Discussions have been held with all 3 rating agencies who favor the C - Corp structure, and no rating impact is expected On October 14, 2021, EVA acquired all of the ownership interests in Holdings (the “GP Buy - in”) and eliminated its incentive distribution rights, or “IDRs” (the “Simplification,” and together with the GP Buy - in, the “Simplification Transaction”), in exchange for 16 million EVA common units: 1 ▪ Based on the 20 - day volume - weighted average price ending on October 13, 2021, the transaction is valued at ~$870 million and we forecast substantial accretion beginning 2024 2 ▪ Former owners of Holdings are now direct investors in EVA and have agreed to reinvest all dividends on 9 million of the 16 mi lli on units through the fourth quarter of 2024; this commitment translates into an expected further $100 million common equity investment in EVA 3 ▪ Holdings repaid its $325 million Term Loan B from cash on hand prior to the transaction announcement, and had no other materi al debt on its balance sheet ▪ EVA reaffirmed dividend per share guidance of $3.30 for 2021 and $3.62 for 2022, and updated other financial guidance metrics fo r 2021 and 2022 4 TRANSACTION DETAILS See Supplemental Information for footnotes 8 SIMPLIFICATION AND C - CORP CONVERSION WITH EBITDA GROWTH IN THE 90 TH PERCENTILE OF THE S&P 500, DIVIDEND PAYOUT IN THE 99 TH PERCENTILE, BUT CURRENT TRADING MULTIPLE ONLY IN THE 60 TH PERCENTILE, ENVIVA INC. IS WELL POSITIONED TO UNLOCK SIGNIFICANT TOTAL SHAREHOLDER RETURN 6

9 CORPORATE STRUCTURE 16 million new units issued to former owners of Enviva’s general partner (“Former GP”) on October 14 in consideration for Simplification Transaction, including IDRs, development assets, and customer contracts: 9 million units to participate in a dividend reinvestment program (“DRIP”) DRIP commences in 3Q21 and continues through 4Q24 1 - for - 1 share exchange of common units upon conversion to C - Corp Transaction structured as non - taxable to EVA unitholders Evolving structure to capture significant benefits of rapidly growing ESG investor base Holdings IDRs Public PRE - TRANSACTION STRUCTURE 1 (prior to October 14, 2021) EVA Master Limited Partnership Development Assets & Contracts Former GP Public PRO FORMA STRUCTURE 1 (immediately after corporate conversion) EVA Inc. Senior Notes & Revolver Development Assets & Contracts SIMPLIFICATION AND C - CORP CONVERSION Operating Assets Senior Notes & Revolver Operating Assets Common units Common units Common shares Common shares See Supplemental Information for footnotes

10 CAPITALIZATION AND FINANCIAL FRAMEWORK FINANCIAL PRIORITIES Transitioning to an organic growth story with the ability to fully self - fund asset expansions over time is expected to reduce future capital market needs ROBUST DIVIDEND COVERAGE Near - term dividend coverage ratio target of >1.0x on a forward - looking annual cash basis, longer - term target of >1.5x 1 CONSERVATIVE LEVERAGE 2 Fully contracted business with only ~25% debt to total capitalization 3 SELF - FUNDED GROWTH FINANCING 4 Cash preservation from IDR elimination and lower investment multiples enables transition to fully self - funding growth model ATTRACTIVE DIVIDEND YIELD Stable growing cash flows enhance financial flexibility and the ability to increase dividends and return of capital to shareholders over time $ millions EVA Pro Forma Capitalization (unaudited) As of September 30, 2021 Cash and Cash Equivalents 12 Revolving Credit Facility 345 Senior Notes 750 Other Debt 56 Net Debt 1,139 Common Shareholders – Public 5 2,441 New share issue (October 14, 2021) 6 868 Total Capitalization 4,448 Simplification Transaction & Conversion to C - Corp is expected to unlock multiple drivers of incremental demand for EVA shares, including index eligibility and international investors See Supplemental Information for footnotes SIMPLIFICATION AND C - CORP CONVERSION

FINANCIAL GUIDANCE

12 FINANCIAL GUIDANCE 1 Double - digit growth forecasted for adjusted EBITDA and distributable cash flow $ millions, unless noted 2021 6 2022 Net Income $4.0 – $14.0 $42.0 – $67.0 Adjusted EBITDA $225.0 – $235.0 $275.0 – $300.0 Distributable Cash Flow $165.0 – $175.0 $210.0 – $235.0 Dividend per Common Share $3.30 $3.62 Dividend Coverage Ratio Target (on a forward - looking annual cash basis) 2 >1.0 times >1.0 times Leverage Ratio Target 3 3.5x – 4.0x 3.5x – 4.0x Simplification Transaction is expected to deliver substantial cash flow accretion beginning in 2024 Significant tax depreciation generated from annual asset additions is expected to result in minimal expected federal income tax payments through at least 2026 SIMPLIFICATION AND C - CORP CONVERSION GUIDANCE HIGHLIGHTS See Supplemental Information for footnotes 12 ~20% Adjusted EBITDA CAGR 4 Forecasted At midpoint of guidance ranges, 2 - year adjusted EBITDA CAGR forecasted to be ~20% from 2020 to 2022: ▪ 3Q21 adjusted EBITDA expected to be ~16% over 3Q20 ▪ 4Q21 adjusted EBITDA expected to be ~32% over 4Q20 pre - Simplification Transaction, with 4% increase forecasted post - Simplification Transaction ▪ 2 - year forecasted adjusted EBITDA CAGR in 90 th percentile of S&P 500 5 ~10% Dividend Growth Forecasted Dividend guidance preserved, with $3.30/share expected for 2021, and $3.62 expected for 2022; dividend profile at 99 th percentile of S&P 500 based on Oct 6, 2021 share price ~20% Distributable Cash Flow CAGR 4 Forecasted At midpoint of guidance ranges, 2 - year distributable cash flow CAGR forecasted to be ~20% from 2020 to 2022; targeting positive free cash flow post - 2022 Cost Reductions Underway Evaluating synergies and streamlining initiatives driven by Simplification Transaction and Conversion transactions to further improve cost structure and SG&A costs, which we expect to decline over time

MARKET UPDATE

STRONG & GROWING INTERNATIONAL DEMAND Serving critical energy generation and industrial markets undertaking large - scale decarbonization 21 36 2020 2030E 70% Expected Global Wood Pellet Demand for Heat & Power Generation (Million MTPY) 1 EVA’s long - term contracted growth currently in power and heat applications enables energy transition by providing a dispatchable renewable resource to power energy grids 14 EVA Outlook EVA 2021 Contract Mix ~20 Customers Expected Revenue ~$1B 4 EVA 2025 Contract Mix ~40 Customers Target Revenue ~$2B 5 2030 $20B+ Robust and Diversified Market 6 Power/Heat (including BECCS) Industrials Sources of Wood Pellet Demand (Million MTPY) Cement Steel Lime Biofuels Current Industrial Opportunities 20% 18% 15% 15% 14% 7% 4% 6% Germany UK Japan Poland South Korea Taiwan Denmark Other 2030 Estimated Global Wood Pellet Demand – By Country 3 Emerging industrial decarbonization opportunity further accelerates EVA growth profile in applications ranging from green steel to sustainable aviation fuel 9 10 13 2020 2025E 2030E UK 1 SIMPLIFICATION AND C - CORP CONVERSION See Supplemental Information for footnotes Enviva offices 3 13 0 8 5 2020 2030E Biofuels Steel Cement Lime Expected Global Wood Pellet Demand for Industrial Applications (Million MTPY) 2 29 2 16 18 22 4 16 2020 2025E 2030E EUROPE 2 2 9 9 1 3 2020 2025E 2030E JAPAN 2 1 4 1 2020 2025E 2030E TAIWAN 0 2 AS THE WORLD’S LARGEST SUPPLIER, ENVIVA IS UNIQUELY POSITIONED TO MONETIZE GROWING DECARBONIZATION OPPORTUNITIES IN ENERGY AND INDUSTRY

- 3,000 6,000 9,000 2015 2016 2017 2018 2019 2020 2021E 2025E TOTAL METRIC TONS SOLD EUROPE JAPAN By 2025, Enviva’s current contract mix is balanced ~50% Japanese customers and ~50% European customers 2 Enviva commenced deliveries to Japan in late 2020, with ~10 shipments expected to be delivered in 2021, ~55 shipments in 2022, and continued increases thereafter as customers ramp energy generation from biomass CURRENT CONTRACT OVERVIEW 15 $21+ billion of fully contracted backlog provides significant cash flow visibility and durability ENVIVA’S 2025 FORECASTED OFF - TAKE CONTRACT MIX Geographically diverse set of high - credit counterparties underpins $21+ billion contract backlog, with a weighted - average remaining term of 14.5 years 1 As part of the Simplification Transaction, EVA acquired $4.4 billion in new contracts including 3 : 20 - year, 400,000 MTPY contract with a major Japanese trading house starting in 2024 20 - year, 240,000 MTPY contract with a major Japanese trading house starting in 2024 17 - year, 210,000 MTPY contract with a major Japanese trading house starting in 2025 15 - year, 270,000 MTPY contract with Sumitomo Corp. starting in 2022 Recently announced new contracts include: 4 th contract signed with U.K. power generator, Drax, for 200,000 MTPY for 5 years, with deliveries scheduled from 2022 to 2026 20 - year, 190,000 MTPY contract with a major Japanese Trading House starting in 2024 SIMPLIFICATION AND C - CORP CONVERSION See Supplemental Information for footnotes 1 4

ASSET OVERVIEW

17 STRATEGICALLY LOCATED ASSETS 1 CHESAPEAKE CLUSTER Southampton VA (SOU) 3 760,000 MTPY Ahoskie, NC (AHO) 410,000 MTPY Northampton, NC (NOR) 3 750,000 MTPY Port of Chesapeake, VA (CHE) 5 * 2,500,000 MTPY SAVANNAH CLUSTER Waycross, GA (WAY) 800,000 MTPY Port of Savannah, GA (SAV) 5 * 1,500,000 MTPY Cottondale, FL (COT) 750,000 MTPY Port of Panama City, FL (PAN) 5 * 780,000 MTPY WLMINGTON CLUSTER Hamlet, NC (HAM) 600,000 MTPY Sampson, NC (SAM) 600,000 MTPY Greenwood, SC (GRE) 3 500,000 MTPY Port of Wilmington, NC (WIL) 5 * 3,000,000 MTPY 17 Asset Highlights: • 10 plants and 6 deep - water marine terminals; • Build - and - copy approach used to efficiently build new plants and terminals, with Epes, AL plant currently permitted and soon to be in construction, and Bond, MS plant under development; • Acquired development pipeline including 13 additional sites, in various stages of development; 6 SG&A related to Holdings acquisition supports new site evaluation and development, including permitting, supply chain expansions, sustainability track ing , community relations, etc. 7 Amory, MS (AMO) 115,000 MTPY Port of Mobile, AL (MOB) 5 * 115,000 MTPY PASCAGOULA CLUSTER Lucedale, MS (LUC) 4 750,000 MTPY Port of Pascagoula, MS (PAS)* 4 3,000,000 MTPY Total Production Capacity ~6.2 million MTPY 2 Total Terminaling Capacity ~11 million MTPY 5 *throughput capacity SIMPLIFICATION AND C - CORP CONVERSION See Supplemental Information for footnotes Operations located in the U.S. southeast, where robust natural resource growth drives sustainable, stable low - cost supply PLANT SITES UNDER CONTROL / ASSESSMENT TERMINALS UNDER CONSTRUCTION PLANTS UNDER DEVELOPMENT / CONSTRUCTION TERMINALS OWNED OR LEASED PLANTS OWNED AND OPERATED

18 ASSET DEVELOPMENT PIPELINE PROJECT UPDATE MULTI - PLANT EXPANSIONS 1 Highly - accretive set of initiatives at 3 plants driving ~$20 million in incremental annual expected adjusted EBITDA with ~$50 million capital expenditures; 2.5x adjusted EBITDA project investment multiple 2 EPES PLANT 3 Fully contracted, designed and permitted to produce more than 1 million MTPY once construction is completed, making it the largest industrial wood pellet production plant in the world LUCEDALE EXPANSION 4 Fully permitted expansion option for 300,000 MTPY; capital expenditures of ~$60 million driving ~$15 million of expected incremental annual adjusted EBTIDA; 4.0x adjusted EBITDA project investment multiple 2 BOND PLANT 5 Designed to produce between 750,000 and more than 1 million MTPY; proximity to Port of Pascagoula allows efficient delivery to terminal PLANTS UNDER EVALUATION Sites in the Pascagoula cluster, Chesapeake cluster, Wilmington cluster, and Savannah cluster being evaluated for the next 4 greenfield projects NEW EXPANSIONS UNDER EVALUATION Highly - accretive potential expansion projects identified across asset fleet Bond Plant 2021 2022 2023 Capacity Additions (MTPY) Forecasted In - service Date Mid - Atlantic Expansions 400,000 Complete in 2021 Greenwood Expansion 100,000 4Q21 Multi - Plant Expansions 100,000 4Q22 Epes Plant 1,000,000+ 2H23 Lucedale Expansion 300,000 1H24 Bond Plant 750,000 – 1,000,000 2H24 SIMPLIFICATION AND C - CORP CONVERSION ~ 40% Production capacity increase underway over next 3 years, with visibility into doubling size of today’s capacity 6 See Supplemental Information for footnotes

NET ZERO PROMISE SCOPE 1 EMISSIONS 1 WE WILL REDUCE, ELIMINATE, OR OFFSET ALL OF OUR DIRECT EMISSIONS ▪ Enviva is evaluating high - quality forest offsets with multiple providers, which includes our partnership with Finite Carbon. 6% 35% 58% COMMITTED TO NET ZERO IN OUR OPERATIONS BY 2030 Our 2020 Emissions SCOPE 2 EMISSIONS 1 WE WILL SOURCE 50% RENEWABLE ENERGY BY 2025, AND 100% BY 2030 ▪ Enviva joined the Renewable Energy Buyers Alliance, a business consortium committed to large - scale purchases of clean renewable energy, and we are evaluating solar installations at multiple plants. SCOPE 3 EMISSIONS 1 WE WILL SEEK TO DRIVE INNOVATIVE GHG REDUCTIONS IN OUR SUPPLY CHAIN ▪ Enviva signed an agreement with Mitsui O.S.K Lines to develop and deploy and environmentally friendly bulk carrier to reduce the GHG emission in the transport of our sustainable wood pellets. 2 See Supplemental Information for footnotes 19 SIMPLIFICATION AND C - CORP CONVERSION

ENVIVA INC. POSITIONED TO CONTINUE PROVIDING SUPERIOR RETURNS 20 SIMPLIFICATION AND C - CORP CONVERSION EVA outperformed the S&P 500 by 53% on total return basis over the last 3 years 6 EVA outperformed the MSCI ESG Index by 57% on a total return basis over the last 3 years 6 EVA outperformed the Alerian MLP TR Index by 126% on a total return basis over the last 3 years 6 World’s Largest Industrial Wood Pellet Producer 1 ▪ High - growth renewable energy company with strong, durable, cash flows underpinned by long - term, take - or - pay contracts with credit - worthy counterparties ▪ Substantial distributable cash flow accretion forecasted ▪ Solid dividend with ability to grow over time 2 ▪ Conservative financial policies to ensure balance sheet strength 3 ▪ Index eligibility significantly expanded and C - Corp structure investable across all geographies See Supplemental Information for footnotes Fully Contracted Assets ▪ ~6.2 million metric tons per year of fully - contracted production capacity 1 ▪ Visibility into doubling production capacity with current sales and asset development pipelines 4 ▪ Potential to develop fully contracted plants at ~5x adjusted EBITDA project investment multiple 5 ▪ Highly - accretive expansion opportunities identified across existing asset fleet Robust Long - term Demand ▪ Global energy transition underway in which wood biomass plays a key role in stabilizing grid - critical power and heat generation assets ▪ Massive decarbonization of industry underway, where wood biomass is a large - scale solution available today ▪ Bioenergy with carbon capture and storage (BECCS) is a valuable negative - emissions solution expected to be increasingly deployed as governments and industrial customers drive to net - zero emissions

APPENDIX

NON - GAAP FINANCIAL MEASURES This presentation contains certain financial measures that are not presented in accordance with accounting principles general ly accepted in the United States (“GAAP”). Although they should not be considered alternatives to the GAAP presentation of the financial results o f the Partnership, management views such non - GAAP measures as important to reflect the Partnership’s actual performance during the periods presente d. Non - GAAP Financial Measures In addition to presenting our financial results in accordance with GAAP, we use adjusted gross margin, adjusted gross margin per metric ton, adjusted EBITDA and distributable cash flow to measure our financial performance. Adjusted Gross Margin and Adjusted Gross Margin per Metric Ton We define adjusted gross margin as gross margin excluding asset impairments and disposals, depreciation and amortization, cha nge s in unrealized derivative instruments related to hedged items included in gross margin, non - cash unit compensation expenses, and acq uisition and integration costs, adjusting for the effect of Commercial Services, and including MSA Fee Waivers. We define adjusted gross ma rgin per metric ton as adjusted gross margin per metric ton of wood pellets sold. We believe adjusted gross margin and adjusted gross margin per metric ton are meaningful measures because they compare our revenue - generating activities to our operating costs for a view of profitability an d performance on a total - dollar and a per - metric ton basis. Adjusted gross margin and adjusted gross margin per metric ton will primarily be a ffected by our ability to meet targeted production volumes and to control direct and indirect costs associated with procurement and delivery of wood fi ber to our wood pellet production plants and our production and distribution of wood pellets. Adjusted EBITDA We define adjusted EBITDA as net income excluding depreciation and amortization, interest expense, income tax expense (benefi t), early retirement of debt obligations, non - cash unit compensation expense, asset impairments and disposals, changes in unrealized deriv ative instruments related to hedged items included in gross margin and other income and expense, and acquisition and integration co sts , adjusting for the effect of Commercial Services, and including MSA Fee Waivers. Adjusted EBITDA is a supplemental measure used by our manag eme nt and other users of our financial statements, such as investors, commercial banks and research analysts, to assess the financial p erf ormance of our assets without regard to financing methods or capital structure. 22 SIMPLIFICATION AND C - CORP CONVERSION

NON - GAAP FINANCIAL MEASURES (cont.) Distributable Cash Flow We define distributable cash flow as adjusted EBITDA less maintenance capital expenditures, cash income tax expenses, and int ere st expense net of amortization of debt issuance costs, debt premium, original issue discounts, and interest expense associated with the red emption of the $355.0 million of aggregate principal amount of 6.5% senior unsecured notes due 2021 (the “2021 Notes”). We use distributable ca sh flow as a performance metric to compare our cash - generating performance from period to period and to compare the cash - generating performan ce for specific periods to the cash distributions (if any) that are expected to be paid to our unitholders. We do not rely on distri but able cash flow as a liquidity measure. Limitations of Non - GAAP Financial Measures Adjusted gross margin, adjusted gross margin per metric ton, adjusted EBITDA, and distributable cash flow are not financial m eas ures presented in accordance with GAAP. We believe that the presentation of these non - GAAP financial measures provides useful information to in vestors in assessing our financial condition and results of operations. Our non - GAAP financial measures should not be considered as alterna tives to the most directly comparable GAAP financial measures. Each of these non - GAAP financial measures has important limitations as an anal ytical tool because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should no t c onsider adjusted gross margin, adjusted gross margin per metric ton, adjusted EBITDA, or distributable cash flow in isolation or as s ubs titutes for analysis of our results as reported under GAAP. Our definitions of these non - GAAP financial measures may not be comparable to similarly t itled measures of other companies, thereby diminishing their utility. 23 SIMPLIFICATION AND C - CORP CONVERSION

NON - GAAP FINANCIAL MEASURES (cont.) This presentation contains an estimate of the incremental adjusted EBITDA our sponsor’s wood pellet production plants and marine terminal currently under development, the Mid - Atlantic Expansions, and the Multi - Plant Expansions will generate on a run - rate basis . Presentation of estimated net income and reconciliations of estimated incremental adjusted EBITDA for potential drop - downs of any wood pellet production plant or marine terminal from our sponsor to the closest GAAP financial measure, net income, are not provided because the estimate of net income to be generated by the potential drop - downs of such wood pellet production plants or marine terminal is not available without unreasonable effort, in part because the amount of estimated incremental interest expense related to the financing of such assets is not available at this time . In addition, a presentation of estimated net income and a reconciliation of the estimated incremental adjusted EBITDA expected to be generated by the Mid - Atlantic Expansions and Multi - Plant Expansions to the closest GAAP financial measure, net income, are not provided because estimate of net income expected to be generated by the expansions is not available without unreasonable effort, in part because the amount of estimated incremental interest expense related to the financing of the expansions and depreciation are not available at this time . Our estimates of net income and / or adjusted EBITDA for such assets and project are based on numerous assumptions that are inherently uncertain and subject to significant business, economic, financial, regulatory, and competitive risks and uncertainties that could cause actual results and amounts to differ materially from those estimates . For more information about such significant risks and uncertainties, please see the risk factors discussed or referenced in our filings with the Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10 - K and the Quarterly Reports on Form 10 - Q most recently filed with the SEC . 24 SIMPLIFICATION AND C - CORP CONVERSION

3Q2021 GUIDANCE Three Months Ended September 30, 2021 Estimated net income (loss) $ (0.5) – 3.5 Add: Depreciation and amortization 22.0 Interest expense 10.0 Income tax expense 1.0 Non - cash unit compensation expense 2.0 Loss on disposal of assets 4.0 Changes in unrealized derivative instruments (4.0) MSA Fee Waivers 21.0 Acquisition and integration costs 5.5 Other non - cash expenses - Estimated adjusted EBITDA $ 61.0 – 65.0 Less: Interest expense net of amortization of debt issuance costs, debt premium, and original issue discount 10.0 Cash income tax expense - Maintenance capital expenditures 3.0 Estimated distributable cash flow $ 48.0 – 52.0 The following table provides a reconciliation of the estimated range of adjusted EBITDA to the estimated range of net income for Enviva, for the three months ended September 30, 2021 (in millions): 25 SIMPLIFICATION AND C - CORP CONVERSION

2021 & 2022 GUIDANCE Twelve Months Ending December 31, 2021 1 Twelve Months Ending December 31, 2022 Estimated net income $ 4.0 – 14.0 $ 42.0 – 67.0 Add: Depreciation and amortization 91.0 112.0 Interest expense 48.0 56.0 Income tax expense 1.0 25.0 Non - cash share - based compensation expense 11.0 12.0 Loss on disposal of assets 8.0 4.0 Changes in unrealized derivative instruments (4.0) – Support Payments 49.0 24.0 Acquisition and integration costs 16.0 – Other non - cash expenses 1.0 – Estimated adjusted EBITDA $ 225.0 – 235.0 $ 275.0 – 300.0 Less: Interest expense net of amortization of debt issuance costs, debt premium, and original issue discount 46.0 55.0 Cash income tax expense – – Maintenance capital expenditures 14.0 10.0 Estimated distributable cash flow $ 165.0 – 175.0 $ 210.0 – 235.0 The following table provides a reconciliation of the estimated range of adjusted EBITDA and DCF to the estimated range of net income for Enviva, for the twelve months ending December 31, 2021, and December 31, 2022 (in millions): 26 SIMPLIFICATION AND C - CORP CONVERSION See Supplemental Information for footnotes

SUPPLEMENTAL INFORMATION

SUPPLEMENTAL INFORMATION 28 SIMPLIFICATION AND C - CORP CONVERSION Overview On October 15th, 2021, Enviva Partners, LP (NYSE: EVA) (“Enviva,” “EVA,” “we,” “us,” or “our”) today announced a definitive a gre ement with Enviva Holdings, LP (“Holdings,” “general partner,” or “GP”) pursuant to which it acquired all of the ownership interests in Holdings (the “GP Buy - in”) and eliminated its incentive distribution rights, or “IDRs” (the “Simplification,” and together with the GP Buy - in, the “Simplification Transaction”) in exchange for 16 million EVA common units, representing tot al consideration of approximately $868 million based on EVA’s 20 - day volume - weighted average price ending on October 13, 2021. Enviva concurrently announced that it intends to convert its organizational structure from a master limited partnership (“MLP”) to a corporation (“C - Corp”) under the name of Enviva Inc. (the “Conversion”). Slide 6 (Enviva Inc. ) 1. Enviva’s total expected production capacity as of October 1, 2021, including the Lucedale plant after it is fully constructed an d able to achieve its nameplate throughput capacity. Also included is the nameplate capacity of approximately 600,000 metric tons per year (“MTPY”) for the wood pellet production plan t i n Greenwood, South Carolina (the “Greenwood plant”) after completion of the ongoing expansion project. The total expected production capacity does not include expansion projects under way at the Sampson, Hamlet, and Cottondale plants (the “Multi - Plant Expansions”). 2. On February 17, 2021, Enviva announced our goal of achieving net - zero greenhouse gas (“GHG”) emissions in our operations by 2030 . 3. As a result of the Simplification Transaction and the newly announced contracts, Enviva’s total weighted - average remaining term of off - take contracts is approximately 14.5 years, with a total product sales backlog of over $21 billion. 4. Using conservative assumptions based on our historic success rate with converting identified opportunities into binding contr act s, our existing customer pipeline would more than fully support the addition of 5 new wood pellet production plants and several highly accretive expansion projects which, when aggre gat ed with Epes, would approximately double the size of our current production capacity. We project that we can develop fully contracted plants at an adjusted EBITDA project investment mul tiple of ~5x, similar to that of previous developments at Holdings, an improvement of ~2.5x when compared to the ~7.5x historical average drop - down acquisition multiple for similar plant s in the past. Additional details can be found in our press release issued on October 15, 2021. 5. As part of the Simplification Transaction, Enviva acquired a sales pipeline with over $27 billion of identified potential cus tom er contracts, including recently signed exclusive memorandums of understanding, which we expect to convert into binding agreements over the next 12 months. 6. Enviva reaffirms its previously announced guidance and expects to distribute $3.30 per share for full - year 2021 and maintain a q uarterly dividend of $0.905 per share, for a total of $3.62 in dividends declared, for 2022.

SUPPLEMENTAL INFORMATION (cont.) 29 SIMPLIFICATION AND C - CORP CONVERSION Slide 7 (Transaction Overview ) 1. Additional details can be found in our press releases issued on October 15, 2021. 2. As of October 7, 2021, based on Bloomberg’s total return data, which assumes reinvestment of distributions/dividends. Over th e l ast 3 years, Enviva outperformed the MSCI ESG index by 57%, the S&P 500 index by 53%, and the Alerian MLP index by 126%. Over the last 5 years, Enviva outperformed the MS CI ESG index by 103%, the S&P 500 index by 82%, and the Alerian MLP index by 213%. 3. As part of the Simplification Transaction, Enviva acquired ~$4.4 billion of existing take - or - pay off - take contracts with investm ent grade - rated counterparties. These contracts more than fully support the development and construction of a fully contracted plant in Epes, Alabama (“Epes”). The contracts ac quired have a weighted average term of approximately 19 years, with an associated base volume of 21 million metric tons (“MT”) of wood pellets. 4. We project that we can develop fully contracted plants at an adjusted EBITDA project investment multiple of ~5x, similar to t hat of previous developments at Holdings, an improvement of ~2.5x when compared to the ~7.5x historical average drop - down acquisition multiple for similar plants in the past . 5. Conversion expected to follow receipt of the affirmative vote of a majority of EVA common unitholders and review of associate d p roxy solicitation by the SEC. We expect to effectuate the Conversion no later than December 31, 2021. 6. Majority independent board of directors for NYSE purposes. 7. Enviva reaffirms its previously announced guidance and expects to distribute $3.30 per share for full - year 2021 and maintain a q uarterly dividend of $0.905 per share, for a total of $3.62 in dividends declared, for 2022. 8. We expect to retain an incremental ~$1 billion of cash flow over the next 5 years compared to the prior sponsor - led structure, d riven by the elimination of IDRs and lower plant investment multiples. Spanning the next 5 years, we anticipate that this improved return on invested capital will generate ov er $500 million of the approximately $1 billion of forecasted retained cash flow, with the other half coming from the elimination of IDRs, which represented an increasingly sig nif icant annual cash obligation.

SUPPLEMENTAL INFORMATION (cont.) Slide 8 (Transaction Details ) 1. Additional details can be found in our press releases issued on October 15, 2021. 2. Based on EVA’s 20 - day volume - weighted average price ending on October 13, 2021; $54.25. Assumes 16 million units issued. 3. In connection with the Simplification Transaction, Enviva acquired 100% of the ownership interests of Holdings and eliminated al l outstanding IDRs in exchange for 16 million common units of EVA. The former owners of Holdings are now direct investors in EVA and have agreed to reinvest all dividends rel ated to 9 million of the 16 million units issued in connection with the Simplification Transaction during the period beginning with the next distribution through the f our th quarter of 2024 dividend (the “DRIP”). The DRIP commitment translates into an expected further equity investment of $100 million in EVA by the former owners of Holdings . 4. Additional details can be found in our press releases issued on October 15, 2021. 5. Conversion expected to follow receipt of the affirmative vote of a majority of EVA common unitholders and review of an associ ate d proxy solicitation by the SEC. We expect to effectuate the Conversion no later than December 31, 2021. 6. S&P 500 percentile comparisons based on analyst consensus figures as of October 7, 2021, and company estimates. Enviva’s mult ipl e is based on current enterprise value to forecasted 2022 adjusted EBITDA. Slide 9 (Corporate Structure ) 1. Simplified for illustrative purposes. Slide 10 (Capitalization and Financial Framework ) 1. Dividend coverage ratio is based on a forward - looking annual cash basis, meaning it does not take into account dividends related to the 9 million DRIP shares issued as part of the Simplification Transaction. 2. Enviva remains committed to conservatively managing its balance sheet, targeting a leverage ratio between 3.5 and 4.0 times. 3. Debt to total capitalization calculation based on net debt divided by total capitalization figures provided on Slide 10. 4. We expect to retain an incremental ~$1 billion of cash flow over the next 5 years compared to the prior sponsor - led structure, d riven by the elimination of IDRs and lower plant investment multiples. Spanning the next 5 years, we anticipate that this improved return on invested capital will generate ov er $500 million of the approximately $1 billion of forecasted retained cash flow, with the other half coming from the elimination of IDRs, which represented an increasingly sig nif icant annual cash obligation. 5. Based on EVA’s 20 - day volume - weighted average price ending on October 13, 2021; $54.25. Based on 45,008,009 units outstanding as of September 30, 2021. 6. Based on EVA’s 20 - day volume - weighted average price ending on October 13, 2021; $54.25. Assumes 16 million units issued. 30 SIMPLIFICATION AND C - CORP CONVERSION

SUPPLEMENTAL INFORMATION (cont.) Slide 12 (Financial Guidance ) 1. Additional details can be found in our press releases issued on October 15, 2021. 2. Dividend coverage ratio is based on a forward - looking annual cash basis, meaning it does not take into account dividends related to the 9 million DRIP shares issued as part of the Simplification Transaction. 3. Enviva remains committed to conservatively managing its balance sheet, targeting a leverage ratio between 3.5 and 4.0 times. 4. Compound Annual Growth Rate. Based on analyst consensus figures. 5. S&P 500 percentile comparisons based on analyst consensus figures as of October 7, 2021, and company estimates. Enviva’s ente rpr ise value is based on forecasted 2022 adjusted EBITDA. 6. The 2021 measures set forth in the table include the expected post - closing results of the assets and operations acquired as part of the Simplification Transaction, but do not reflect a potential recast of our historical results of operations that may result from the Simplification Transaction . Slide 14 (International Demand ) 1. Hawkins Wright: The Outlook for Wood Pellets – Demand, Supply, Costs and Prices; 2nd Quarter 2021. 2. Conclusions from a market sizing and adoption study we recently commissioned from a leading international consultancy suggest th at these segments are expected increase from virtually zero today, to as much as 29 million MTPY of industrial - grade wood pellets by 2030. 3. Company Estimates. Fastmarkets RISI: Global Pellet Demand Outlook: Special Market Analysis Study 2021. 4. Based on forecasts for FY 2021. 5. Contract mix, customers and target revenue based on EVA’s current firm contracted backlog and company estimates. 6. Based on the market sizing and adoption study we recently commissioned, and company estimates. Slide 15 (Current Contract Overview ) 1. As a result of the Simplification Transaction and the newly announced contracts, Enviva’s total weighted - average remaining term of off - take contracts is approximately 14.5 years, with a total product sales backlog of over $21 billion. 2. As of October 1st, 2021. 3. As part of the Simplification Transaction, Enviva acquired ~$4.4 billion of existing take - or - pay off - take contracts with investm ent grade - rated counterparties. These contracts more than fully support the development and construction of a fully contracted plant in Epes. The contracts acquired have a w eig hted average term of approximately 19 years, with an associated base volume of 21 million MT of wood pellets. 4. As of October 1st, 2021. 31 SIMPLIFICATION AND C - CORP CONVERSION

SUPPLEMENTAL INFORMATION (cont.) Slide 17 (Strategic Assets ) 1. Production volumes disclosed represent nameplate production capacity at each plant. 2. Enviva’s total expected production capacity as of 10/01/2021 including the Lucedale plant after it is fully constructed and a ble to achieve its nameplate throughput capacity. Also included is the nameplate capacity of approximately 600,000 metric tons per year (“MTPY”) for the wood pellet production pl ant in Greenwood, South Carolina (the “Greenwood plant”) after completion of the ongoing expansion project. The total expected production capacity does not include ex pansion projects underway at the Sampson, Hamlet, and Cottondale plants (the “Multi - Plant Expansions”). 3. Enviva expects to complete its project to expand the Greenwood plant’s production capacity to 600,000 MTPY by year - end 2021. 4. After the Lucedale plant and Pascagoula terminal are fully constructed and ramped up and achieve their nameplate production o r t hroughput capacities, as applicable. The acquisition of the Lucedale plant included an embedded, fully permitted option to expand the Lucedale plant by about 300,000 MTP Y for around $60 million in estimated capital expenditures. The expansion at Lucedale, when fully ramped, is expected to generate incremental annual adjusted EBITDA of ~$1 5 m illion. 5. We export wood pellets from our wholly owned deep - water marine terminals at the Port of Chesapeake, Virginia (the “Chesapeake te rminal”) and terminal assets at the Port of Wilmington, North Carolina (the “Wilmington terminal”) and from third - party deep - water marine terminals in Mobile, Alabama (the “Mobile terminal”), Panama City, Florida (the “Panama City terminal”) and Savannah, Georgia (the “Savannah terminal”) under a short - term contract, a long - term contract and a lease and associated terminal services agreement, respectively. 6. As part of the Simplification Transaction, Enviva acquired a development pipeline that includes projects at 13 additional sit es in various stages of development. 7. For full - year 2022, we expect SG&A related to the GP Buy - in to range from $37 million to $43 million. Actual amounts reported fo r SG&A may vary due to the level of capitalization of development activities associated with new plant construction and plant expansions. Importantly, we expect SG& A expenses related to the acquisition of Holdings to decline over time as we benefit from synergies and execute streamlining initiatives, with a desire to reduce thes e e xpenses by approximately $5 million annually commencing in 2023. 32 SIMPLIFICATION AND C - CORP CONVERSION

SUPPLEMENTAL INFORMATION (cont.) Slide 18 (Development Pipeline ) 1. We have made significant investments in the “Multi - Plant Expansions”, commencing at Enviva’s Sampson and Hamlet plants, with Cot tondale to follow. 2. For an explanation of why we are unable to reconcile the estimated adjusted EBITDA for the Multi - Plant Expansions and the Luceda le plant expansion option to the most directly comparable GAAP financial measures, see Appendix. 3. As part of the Simplification Transaction, Enviva acquired the fully contracted Epes plant, which is currently under developm ent . We expect to commence construction in early 2022, with an in - service date scheduled for mid - 2023. Epes is designed and permitted to produce more than 1 million MTPY of wood pellets, which would make it the largest wood pellet production plant in the world. 4. Construction on the Lucedale plant continues, and we expect commissioning to commence during the fourth quarter of 2021. 5. As part of the Simplification Transaction, Enviva also acquired a prospective production plant in Bond, Mississippi (“Bond”), wh ich is being developed to produce between 750,000 and more than 1 million MTPY of wood pellets. Bond’s proximity to the Port of Pascagoula positions us to transport it s p roduction efficiently by truck from the plant to our terminal at the Port. We expect construction of Bond to commence once Epes is operational, but timing of construction cou ld be expedited depending on the schedule and delivery requirements of additional off - take contract opportunities under negotiation and general market conditions. 6. Using conservative assumptions based on our historic success rate with converting identified opportunities into binding contr act s, our existing customer pipeline would more than fully support the addition of 5 new wood pellet production plants and several highly accretive expansion projects which, wh en aggregated with Epes, would approximately double the size of our current production capacity. 33 SIMPLIFICATION AND C - CORP CONVERSION Slide 19 (Net Zero Promise) 1. Scope 1 emissions are direct emissions from assets owned and controlled by Enviva. Scope 2 emissions are indirect emissions f rom heat, steam or electricity purchased by Enviva. Scope 3 emissions are indirect emissions in Enviva’s upstream or downstream value chain. 2. Additional details can be found in Enviva’s press release issued on March 30, 2021.

SUPPLEMENTAL INFORMATION (cont.) Slide 20 (Enviva Inc. II ) 1. The Partnership’s total expected production capacity as of October 1, 2021, including the Lucedale plant after it is fully co nst ructed and able to achieve its nameplate throughput capacity. Also included is the nameplate capacity of approximately 600,000 MTPY for the Greenwood plant after comp let ion of the ongoing expansion project. The total expected production capacity does not include the Multi - Plant Expansions. 2. As part of the Simplification Transaction, Enviva expects to distribute $3.30 per share for full - year 2021 and maintain a quarte rly dividend of $0.905 per share, for a total of $3.62 in dividends declared, for 2022. 3. Enviva remains committed to conservatively managing its balance sheet, targeting a leverage ratio between 3.5 and 4.0 times. 4. Using conservative assumptions based on our historic success rate with converting identified opportunities into binding contr act s, our existing customer pipeline would more than fully support the addition of 5 new wood pellet production plants and several highly accretive expansion projects which, wh en aggregated with Epes, would approximately double the size of our current production capacity. Additional details can be found in our press release issued on October 15 , 2 021. 5. Using conservative assumptions based on our historic success rate with converting identified opportunities into binding contr act s, our existing customer pipeline would more than fully support the addition of 5 new wood pellet production plants and several highly accretive expansion projects which, wh en aggregated with Epes, would approximately double the size of our current production capacity. Additional details can be found in our press release issued on October 15 , 2 021. 6. As of October 7, 2021, based on Bloomberg’s total return data, which assumes reinvestment of distributions/dividends. 34 SIMPLIFICATION AND C - CORP CONVERSION Slide 26 (2021 & 2022 Guidance ) 1. The 2021 measures set forth in the table include the expected post - closing results of the assets and operations acquired as part of the Simplification Transaction, but do not reflect a potential recast of our historical results of operations that may result from the Simplification Transaction .

Kate Walsh Vice President, Investor Relations +1 240 - 482 - 3793 kate.walsh@envivabiomass.com