Enviva Partners, LP (Form: 8-K, Received: 03/25/2019 17:27:56)

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): March 21, 2019

Enviva Partners, LP

(Exact name of registrant as specified in its charter)

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

7200 Wisconsin Ave, Suite 1000 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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Contribution Agreement

On March 21, 2019, Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), entered into a contribution agreement (the “Contribution Agreement”) with Enviva Development Holdings, LLC, a Delaware limited liability company (“DevCo”), and Enviva Holdings, LP, a Delaware limited partnership (the “Sponsor”). Pursuant to the Contribution Agreement, DevCo will contribute to the Partnership, all of the issued and outstanding Class B Units of Enviva Wilmington Holdings, LLC, a Delaware limited liability company (the “First Hancock JV”) for total consideration of $165 million, subject to certain adjustments. Such consideration will be comprised of approximately (i) $50 million in common units representing limited partner interest in the Partnership (“common units”) to be issued, and $25 million in cash to be paid, upon the consummation of the transactions contemplated by the Contribution Agreement (the “Closing”), (ii) $50 million in cash to be paid upon the commencement of commercial operations (“COD”) of the Hamlet plant (as defined below), and (iii) $40 million in cash to be paid upon the later of COD and January 2, 2020. The Closing is expected to occur on or about April 2, 2019. We refer to this acquisition as the “JV 1.0 Drop-Down.”

The First Hancock JV is a joint venture between DevCo, a wholly owned subsidiary of the Sponsor, and John Hancock Life Insurance Company (U.S.A.) and certain of its affiliates (collectively, “John Hancock”). The First Hancock JV has secured permits and is nearing completion of construction of a wood pellet production plant in Hamlet, North Carolina (the “Hamlet plant”). The Hamlet plant is expected to reach COD in the second quarter of 2019 and, following a ramp period, to reach wood pellet production of approximately 600,000 metric tons per year.

At the Closing, it is anticipated that a wholly owned subsidiary of the Partnership (“Subsidiary”), will enter into a make-whole agreement with the Sponsor, pursuant to which (i) the Sponsor will guarantee certain cash flows from the Hamlet plant until June 30, 2020, (ii) the Sponsor will reimburse Subsidiary for construction cost overruns in excess of budgeted capital expenditures for the Hamlet plant, subject to certain exceptions, (iii) Subsidiary will pay to the Sponsor quarterly incentive payments for any wood pellets produced by the Hamlet plant in excess of forecast production levels through June 30, 2020, and (iv) the Sponsor will retain liability for certain claims payable, if any, by the First Hancock JV.

At the Closing, it is anticipated that (i) Enviva Management Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Sponsor (“Enviva Management”), will waive an aggregate of approximately $2.5 million of management fees that otherwise would be owed to Enviva Management under the First Hancock JV’s management services agreement with respect to the period from the Closing until the later of July 1, 2019 and COD of the Hamlet plant and (ii) the Partnership and Enviva Management will enter into an agreement pursuant to which an aggregate of approximately $13 million in fees that otherwise would be owed by the Partnership under the Partnership’s management services agreement with Enviva Management will be waived with respect to the period from the Closing through the second quarter of 2020.

Each of the parties to the Contribution Agreement other than DevCo is an indirect subsidiary of the Sponsor. As a result, certain individuals, including officers and directors of Enviva Holdings GP, LLC, a Delaware limited liability company and the general partner of the Sponsor, and officers and directors of Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), serve as officers and/or directors of one or more of such entities. As of the date of this Current Report on Form 8-K (this “Current Report”), the Sponsor indirectly owns 11,905,138 common units representing a 45% limited partner interest in the Partnership based on the number of common units outstanding as of March 22, 2019. Through its control and ownership of the General Partner, Enviva Holdings also owns the general partner interest in the Partnership and all of the Partnership’s incentive distribution rights.

The amount and composition of the consideration for the JV 1.0 Drop-Down was approved by a conflicts committee of the board of directors of the General Partner composed of independent members of the board of directors of the General Partner (the “Conflicts Committee”). The Conflicts Committee retained legal and financial advisors to assist it in evaluating and negotiating the Contribution Agreement. In approving the terms of the Contribution Agreement, the Conflicts Committee based its decision in part on an opinion from its independent financial advisor that the consideration to be paid by the Partnership in exchange for the Class B Units in the First Hancock JV is fair, from a financial point of view, to the Partnership and the Unaffiliated Common Unitholders (as defined in such opinion).

The Contribution Agreement contains customary representations and warranties regarding the JV 1.0 Drop-Down as well as customary covenants and indemnity provisions. The consummation of the JV 1.0 Drop-Down is subject to the satisfaction of customary closing conditions, including, among other things, expiration of the applicable “waiting period” under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of legal impediments prohibiting the consummation of the JV 1.0 Drop-Down, the performance by the parties, in all material respects, of their respective covenants as set forth in the Contribution Agreement and, subject to certain exceptions, the accuracy of their respective representations and warranties as set forth in the Contribution Agreement. There is no assurance that all of the conditions to the consummation of the JV 1.0 Drop-Down will be satisfied.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 2.1 to this Current Report and incorporated herein by reference. The representations and warranties in the Contribution Agreement are made solely for the benefit of the parties thereto. The assertions embodied in such representations and warranties are qualified by information contained in disclosure schedules that the parties exchanged in connection with the signing of the Contribution Agreement. In addition, these representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors, and (iii) were made only as of the date of the Contribution Agreement or as of such other date or dates as may be specified in the Contribution Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. Investors are urged not to rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.

Second Wilmington Payment

On March 21, 2019, the Partnership agreed to accelerate the payment of $74 million to the First Hancock JV in deferred consideration for the Partnership’s October 2017 acquisition of all of the issued and outstanding limited liability company interests in Enviva Port of Wilmington, LLC, which owns the marine export terminal located in Wilmington, North Carolina, from the First Hancock JV (the “Wilmington Acquisition”). Such payment will consist of approximately (a) $24 million in cash, of which $23 million will be distributed to John Hancock and its affiliates that are members of the First Hancock JV and $1 million will be retained by the First Hancock JV, and (b) $50 million of common units, which will be distributed to John Hancock and its affiliates that are members of the First Hancock JV and, in connection therewith, the Partnership will enter into a registration rights agreement with John Hancock and such affiliates covering the resale of such common units.

Item 7.01. Regulation FD Disclosure.

On March 25, 2019, the Partnership issued a press release announcing the Offering (as defined below) and the transactions described in this Current Report on Form 8-K. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” by the Partnership 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.

Item 8.01. Other Events.

Registered Direct Offering

On March 21, 2019, the Partnership entered into subscription agreements (each a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors pursuant to which the Partnership agreed to sell up to an aggregate of 3,333,339 common units directly to such investors, and the Partnership expects to enter into a subscription agreement with one or more investors for the sale of an additional 175,439 common units (collectively, the “Offering”).

The Partnership estimates that it will receive net proceeds from the Offering of approximately $100 million. The Partnership expects to use the net proceeds from the Offering in the following manner: (i) approximately $25 million to pay the cash portion of the deferred consideration for the Wilmington Acquisition, (ii) approximately $24 million to fund the cash portion of the initial payment for the JV 1.0 Drop-Down and (iii) the remaining approximately $50 million for general partnership purposes, including repayment of debt, acquisitions (including a portion of the cash purchase price for future payments due with respect to the JV 1.0 Drop-Down), capital expenditures (including a portion of capital expenditures for the Northampton and Southampton plant expansions and the Hamlet plant) and working capital.

The offering and sale of common units pursuant to the Offering is registered under an existing shelf registration statement on Form S-3 (Registration No. 333-211136), which the U.S. Securities and Exchange Commission declared effective on June 24, 2016. The Partnership expects that the sale of 3,333,339 common units will close on March 25, 2019 and the sale of the remaining 175,439 common units will close on a delayed basis on or before March 29, 2019.

The disclosure contained in this Item 8.01 does not purport to be a complete description of the Offering and the Subscription Agreements and is qualified in its entirety by reference to the form of Subscription Agreement that is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 8.01.

Cautionary Statement on Forward-Looking Statements

This Current Report includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than historical facts included in this Current Report, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report. Although the Partnership believes that the plans, intentions, and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions, or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecast in such statements.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit Number		Description
2.1		Contribution Agreement by and among Enviva Development Holdings, LLC, Enviva Holdings, LP, and Enviva Partners, LP dated March 21, 2019.*
5.1		Opinion of Vinson & Elkins L.L.P. regarding the legality of the offered Common Units.
8.1		Opinion of Vinson & Elkins L.L.P. regarding tax matters.
10.1		Form of Subscription Agreement.
99.1		Enviva Partners, LP press release dated March 25, 2019.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

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

	ENVIVA PARTNERS, LP

	By:	Enviva Partners GP, LLC, its general partner

Date: March 25, 2019

	By:	/s/ Jason E. Paral
	Name:	Jason E. Paral
	Title:	Vice President, Associate General Counsel and Secretary

Exhibit 2.1

Execution Version

CONTRIBUTION AGREEMENT

by and among

ENVIVA DEVELOPMENT HOLDINGS, LLC,

ENVIVA PARTNERS, LP,

and

ENVIVA HOLDINGS, LP

dated

March 21, 2019

This draft document is not a contract, or an offer or acceptance for a contract, nor does it memorialize any agreement between the parties. No agreement, oral or written, regarding or relating to the subject matter covered by this draft or any possible transaction between the parties has been entered into by the parties. This document, in its current form or as hereafter modified or revised by any party, will not become an agreement of the parties unless and until it has been fully negotiated and a final and definitive execution version of this document has been executed and delivered by duly authorized representatives of all parties.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1	Definitions	2
Section 1.2	Rules of Construction	2

ARTICLE II CLOSING AND RELATED MATTERS

Section 2.1	Contribution of Contributed Interests	3
Section 2.2	Consideration	3
Section 2.3	Late Payment Fee	3
Section 2.4	Closing	3
Section 2.5	Deliveries at Closing, the Second Payment Date, and the Third Payment Date	4
Section 2.6	Closing Purchase Price Adjustments	6

ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING TRANSFEROR AND THE CONTRIBUTED COMPANIES

Section 3.1	Organization	7
Section 3.2	Authority; Enforceability	8
Section 3.3	Title to Contributed Interests	8
Section 3.4	No Conflict; Consents and Approvals	8
Section 3.5	Legal Proceedings	9
Section 3.6	Ownership	9
Section 3.7	Taxes	9
Section 3.8	Investment Representation	10
Section 3.9	Brokerage Arrangements	10
Section 3.10	Data Room	10
Section 3.11	Disclaimer	10

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Section 4.1	Organization	11
Section 4.2	Authority; Enforceability	11
Section 4.3	No Conflicts; Consents and Approvals	11
Section 4.4	Legal Proceedings	11
Section 4.5	Delivery of Fairness Opinion	11
Section 4.6	Brokerage Arrangements	11
Section 4.7	Closing New Common Units	12
Section 4.8	SEC Documents	12
Section 4.9	Funding	12
Section 4.10	Independent Investigation; Waiver of Other Representations	12

ARTICLE V COVENANTS AND OTHER AGREEMENTS

Section 5.1	Conduct of Business	13
Section 5.2	Commercially Reasonable Efforts	14
Section 5.3	Access	15
Section 5.4	Tax Matters	15
Section 5.5	Updating	16
Section 5.6	Closing New Common Units Listed	16

ARTICLE VI CONDITIONS TO CLOSING

Section 6.1	Mutual Closing Conditions	16
Section 6.2	Transferee’s Closing Conditions	17
Section 6.3	Transferor’s Closing Conditions	18

ARTICLE VII INDEMNIFICATION

Section 7.1	Survival	18
Section 7.2	Indemnification	18
Section 7.3	Conduct of Indemnification Proceedings	19
Section 7.4	Limitations	20
Section 7.5	Exclusive Remedy	21

ARTICLE VIII TERMINATION RIGHTS

Section 8.1	Termination Rights	21
Section 8.2	Effect of Termination	21

ARTICLE IX GENERAL

Section 9.1	Entire Agreement; Successors and Assigns	22
Section 9.2	Amendments and Waivers	22
Section 9.3	Notices	22
Section 9.4	Governing Law	23
Section 9.5	Dispute Resolution; Waiver of Jury Trial	23
Section 9.6	Disclosure Schedules	24
Section 9.7	Severability	24
Section 9.8	Transaction Costs and Expenses	24
Section 9.9	Rights of Third Parties	25
Section 9.10	Counterparts	25
Section 9.11	Specific Performance	25
Section 9.12	Publicity	25
Section 9.13	Further Assurances	25

EXHIBITS

Exhibit A		Definitions	A-1
Exhibit B		Form of Interest Conveyance	B-1
Exhibit C-1		Form of EWH Revolver Assignment to EVA	C-1-1
Exhibit C-2		Form of EWH Revolver Assignment to ELP	C-2-1
Exhibit D		Form of LSTA Par/Near-Par Trade Confirm	D-1
Exhibit E		Form of Make-Whole Agreement	E-1
Exhibit F		Form of Holdings Indemnification Agreement	F-1
Exhibit G		Form of Replacement Pledge Agreement	G-1
Exhibit H		Form of EWH LLCA Joinder	H-1
Exhibit I		Form of EWH MSA Fee Waiver	I-1
Exhibit J		Form of EVA MSA Fee Waiver	J-1

	DISCLOSURE SCHEDULES

Schedule 3.4		Transferor Approvals and Consents
Schedule 3.10		Material Contracts
Schedule A-1		Scheduled Capital Expenditures

iii

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “ Agreement ”), dated as of March 21, 2019 (the “ Execution Date ”), is by and among Enviva Development Holdings, LLC, a Delaware limited liability company (“ Transferor ”), Enviva Partners, LP, a Delaware limited partnership (“ Transferee ”), and Enviva Holdings, LP, a Delaware limited partnership (“ Enviva Holdings ”). Transferor, Transferee, and Enviva Holdings are collectively referred to as the “ Parties ” and individually as a “ Party .”

RECITALS

WHEREAS , as of the Execution Date, Transferor owns 100% of the Class B Units in Enviva Wilmington Holdings, LLC, a Delaware limited liability company (“ EWH ”);

WHEREAS , Transferor desires to contribute the Class B Units in EWH (the “ Contributed Interests ”) to Transferee in exchange for the consideration, and on the other terms and conditions, set forth in this Agreement;

WHEREAS , immediately following the contribution of the Contributed Interests to Transferee, Transferee shall contribute (i) 99.999% of the Contributed Interests to Enviva, LP, a Delaware limited partnership and wholly owned subsidiary of Transferee (“ Enviva, LP ”), and (ii) 0.001% of the Contributed Interests to Enviva GP, LLC, a Delaware limited liability company and the general partner of Enviva, LP (“ Enviva GP, LLC ”), and immediately upon receipt thereof, Enviva GP, LLC shall contribute 0.001% of the Contributed Interests to Enviva, LP;

WHEREAS, Enviva Holdings and EWH are parties to the EWH Revolver;

WHEREAS , Enviva Holdings desires to contribute its rights and obligations under the EWH Revolver (the “ Contributed Revolver Interests ”) to Transferee and Transferee accepts the obligations associated therewith in exchange for the consideration, and on the other terms and conditions, set forth in this Agreement;

WHEREAS , immediately following the contribution of the Contributed Revolver Interests to Transferee, Transferee shall contribute (i) 99.999% of the Contributed Revolver Interests to Enviva, LP, and (ii) 0.001% of the Contributed Revolver Interests to Enviva GP, LLC, and immediately upon receipt thereof, Enviva GP, LLC shall contribute 0.001% of the Contributed Revolver Interests to Enviva, LP; and

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 Transferee (the “ General Partner ”), has (i) received an opinion of Evercore Group L.L.C., the financial advisor to the Conflicts Committee (the “ Financial Advisor ”), confirming the Purchase Price to be paid by Transferee in the Transaction is fair, from a financial point of view, to Transferee and the Unaffiliated Common Unitholders (as defined in such opinion), (ii) determined in good faith the Transaction, including the Contribution Documents, and the exhibits and schedules thereto, taken as a whole, are in the best interest of, Transferee and the unaffiliated

holders of common units representing limited partner interests in Transferee, and (iii) agreed to the acceleration of the Hamlet Purchase Price.

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.

(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
CLOSING AND RELATED MATTERS

Section 2.1 Contribution of Contributed Interests . Subject to the express terms and conditions hereof, at the Closing, Transferor shall contribute, convey, assign, transfer, and deliver the Contributed Interests to Transferee, whereupon Transferee shall immediately contribute, convey, assign, transfer, and deliver (a) 99.999% of the Contributed Interests to Enviva, LP, and (b) 0.001% of the Contributed Interests to Enviva GP, LLC, and immediately upon receipt thereof, Enviva GP, LLC shall contribute 0.001% of the Contributed Interests to Enviva, LP, all in exchange for the consideration set forth in Section 2.2 .

Section 2.2 Consideration . The total consideration payable by Transferee to Transferor or its designees for the Contributed Interests shall be $165,000,000, subject to adjustment as set forth in this Section 2.2 and payable at such times and in the manner as set forth in this Section 2.2 : (a) at the Closing, in partial consideration for the contribution of the Contributed Interests, Transferee shall pay to Transferor or its designees (as set forth in Section 2.5(b) ) an aggregate amount equal to $75,000,000 (the “ Closing Purchase Price ”), subject to the adjustment as set forth in Section 2.6 , which shall consist of cash (the “ Closing Cash Consideration ”) and, at the election of Transferee, up to $50,000,000 in Transferee Units, if any, valued at the Sale Unit Price (the “ Closing New Common Units ”), (b) in partial contingent deferred consideration for the contribution of the Contributed Interests, on the date on which Commercial Operations are achieved by Hamlet, or at such other time as the Parties may mutually agree (the “ Second Payment Date ”), Transferee shall pay to Transferor or its designees (as set forth in Section 2.5(c) ) an aggregate amount in cash equal to $50,000,000 (the “ Second Payment ”), and (c) in partial contingent deferred consideration for the contribution of the Contributed Interests, on the later of (i) the date on which Commercial Operations are achieved by Hamlet and (ii) January 2, 2020, or at such other time as the Parties may mutually agree (the “ Third Payment Date ”), Transferee shall pay to Transferor or its designees (as set forth in Section 2.5(e) ) an aggregate amount in cash equal to $40,000,000 (the “ Third Payment ”). For the avoidance of doubt, Transferee shall not be required to make the Second Payment and the Third Payment unless Commercial Operations are achieved by Hamlet.

Section 2.3 Late Payment Fee . In the event the Second Payment is not paid within ten days of the Second Payment Date, Transferee shall immediately pay to Transferor a late payment fee in cash equal to $5,000,000 (the “ Second Payment Fee ”). In the event the Third Payment is not paid within ten days of the Third Payment Date, Transferee shall immediately pay to Transferor a late payment fee in cash equal to $5,000,000 (the “ Third Payment Fee ”).

Section 2.4 Closing . Subject to the terms and conditions of this Agreement, the closing of the Transaction, other than the payments contemplated to occur on the Second Payment Date and the Third Payment Date, (the “ Closing ”) will take place at 10:00 a.m. local time at the offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, New York 10103, on the later of (a) the third Business Day following the satisfaction or waiver of the conditions in Article VI (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, and (b) April 2, 2019, or at such other time and place as the Parties mutually agree (the “ Closing Date ”). Notwithstanding anything to the contrary in the Contribution Documents, for accounting purposes only, title to,

ownership of and control over the Contributed Interests shall pass to Enviva, LP effective as of 12:01 a.m., Eastern Time, on the Closing Date. The funding of the Closing (the “ Funding ”) shall occur simultaneously with the Closing, unless the Closing occurs on a day other than a Business Day, in which case the Funding shall occur at 10:00 a.m. local time, New York, New York, on the next Business Day after the Closing, or such other time and date as the Parties may mutually agree.

Section 2.5 Deliveries at Closing, the Second Payment Date, and the Third Payment Date .

(a) By Transferor and Enviva Holdings . Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver or cause to be delivered to Transferee each of the following items:

(i) a certificate, dated as of the Closing Date, certifying the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied, duly executed by a Responsible Officer of Transferor;

(ii) a counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Enviva, LP in substantially the form attached hereto as Exhibit B (the “ Interest Conveyance ”), duly executed by Transferor;

(iii) a counterpart to the instrument of assignment with respect to the assignment of Enviva Holdings’ rights and obligations under the EWH Revolver to Transferee in substantially the form attached hereto as Exhibit C-1 (the “ EWH Revolver Assignment to EVA ”), duly executed by Enviva Holdings;

(iv) a counterpart to the LSTA Par/Near-Par Trade Confirm with Transferee in substantially the form attached hereto as Exhibit D (the “ LSTA Par/Near-Par Trade Confirm ”), duly executed by Enviva Holdings;

(v) a counterpart to the make-whole agreement between Enviva Holdings and Enviva, LP in substantially the form attached hereto as Exhibit E (the “ Make-Whole Agreement ”), duly executed by Enviva Holdings;

(vi) a counterpart to the indemnification agreement between Enviva Holdings and Enviva, LP in substantially the form attached hereto as Exhibit F (the “ Holdings Indemnification Agreement ”), duly executed by Enviva Holdings; and

(vii) a FIRPTA Certificate, duly executed by Transferor;

(viii) a waiver from Enviva ManagementCo in favor of EWH in substantially the form attached hereto as Exhibit I (the “ EWH MSA Fee Waiver ”), duly executed by Enviva ManagementCo; and

(ix) a waiver from Enviva ManagementCo in favor of Transferee and the other parties thereto in substantially the form attached hereto as Exhibit J (the “ EVA MSA Fee Waiver ”), duly executed by Enviva ManagementCo.

(b) By Transferee . Subject to the terms and conditions of this Agreement, at the Closing, Transferee shall deliver or shall cause to be delivered to Transferor (or to the extent specifically set forth below, to Transferor’s designee) each of the following items:

(i) a certificate, dated as of the Closing Date, certifying the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied, duly executed by a Responsible Officer of the General Partner;

(ii) a counterpart to the Interest Conveyance, duly executed by each of Enviva, LP, Transferee, and Enviva GP, LLC;

(iii) a pledge agreement by Enviva, LP in favor of JHUSA in substantially the form attached hereto as Exhibit G (the “ Replacement Pledge Agreement ”), duly executed by Enviva, LP;

(iv) a counterpart to the EWH Revolver Assignment to EVA, duly executed by Transferee;

(v) a counterpart to the instrument of assignment with respect to the assignment of Transferee’s rights and obligations under the EWH Revolver to Enviva, LP in substantially the form attached hereto as Exhibit C-2 (the “ EWH Revolver Assignment to ELP ”), duly executed by Transferee and Enviva, LP;

(vi) a counterpart to the LSTA Par/Near-Par Trade Confirm, duly executed by Transferee;

(vii) a counterpart to the Make-Whole Agreement, duly executed by Enviva, LP;

(viii) a counterpart to the Holdings Indemnification Agreement, duly executed by Enviva, LP;

(ix) a counterpart to the Holdings Indemnification Agreement (Norden and PCL), duly executed by Enviva, LP; and

(x) a joinder to the limited liability company agreement of EWH, in substantially the form attached hereto as Exhibit H (the “ Joinder Agreement ”), duly executed by Enviva, LP.

(c) By Transferee . Subject to the terms and conditions of this Agreement, at the Funding, Transferee shall deliver to Transferor (or to the extent specifically set forth below, to Transferor’s designee) each of the following items:

(i) the Estimated Closing Purchase Price, by wire transfer of immediately available funds to an account specified by Transferor; and

(ii) to the extent Closing New Common Units are included as part of the Closing Purchase Price pursuant to Section 2.2 , to Transferor, such Closing New Common Units, by issuance of such Closing New Common Units (in book-entry form) by instruction to

Transferee’s transfer agent or otherwise, and evidence of such issuance that is reasonably satisfactory to Transferor.

(d) Subject to the terms and conditions of this Agreement, on the Second Payment Date, Transferee shall deliver to Transferor the Second Payment, by wire transfer of immediately available funds to the account specified by Transferor pursuant to Section 2.5(c)(ii) or such other account specified by Transferor not less than one (1) Business Day prior to the Second Payment Date.

(e) Subject to the terms and conditions of this Agreement, on the Third Payment Date Transferee shall deliver to Transferor the Third Payment, by wire transfer of immediately available funds to the account specified by Transferor pursuant to Section 2.5(c)(ii) or such other account specified by Transferor not less than one (1) Business Day prior to the Third Payment Date.

Section 2.6 Closing Purchase Price Adjustments .

(a) Estimated Closing Purchase Price . At the Funding, the Closing Purchase Price shall be adjusted by (i) (A) adding to the Closing Purchase Price the amount (if any) by which the Estimated Closing Net Working Capital exceeds $1,100,000 (the “ Target Working Capital ”) or (B) subtracting from the Closing Purchase Price the amount (if any) by which the Target Working Capital exceeds the Estimated Closing Net Working Capital, and (ii) subtracting from the Closing Purchase Price the amount of Estimated Closing Indebtedness for Borrowed Money of the Contributed Companies (the Closing Purchase Price as so adjusted, the “ Estimated Closing Purchase Price ”).

(b) At least three (3) Business Days prior to the Closing Date, Transferor shall deliver to Transferee a written statement setting forth Transferor’s good faith estimate (the “ Estimated Closing Net Working Capital ”) of the Contributed Companies’ current assets (other than intercompany assets) minus its current liabilities (other than intercompany liabilities) as of 12:01 a.m. on the Closing Date (the “ Closing Net Working Capital ”), together with reasonably detailed supporting documentation, which shall be determined in a manner consistent with GAAP.

(c) At least three (3) Business Days prior to the Closing Date, Transferor shall deliver to Transferee a written statement setting forth Transferor’s good faith estimate (the “ Estimated Closing Indebtedness for Borrowed Money ”) of the amount (if any) by which the Indebtedness for Borrowed Money of the Contributed Companies exceeds the Indebtedness for Borrowed Money of EWH under the EWH Revolver, in each case, as of 12:01 a.m. on the Closing Date (the “ Closing Indebtedness for Borrowed Money ”), together with reasonably detailed supporting documentation, which shall be determined in a manner consistent with GAAP.

(d) Within thirty (30) days following the Closing Date, Transferor shall prepare and deliver to Transferee a written statement setting forth Transferor’s good faith calculation of the difference between the Closing Net Working Capital and the Estimated Closing Net Working Capital (the “ Net Adjustment Amount ”). Within five Business Days after delivery of such statement from Transferor to Transferee, if the Net Adjustment Amount is positive, then Transferee shall pay to Transferor such amount and if the Net Adjustment Amount is negative,

then Transferor shall pay to Transferee such amount, in each case by wire transfer of immediately available funds to the account designated by the payee.

(e) Within thirty (30) days following the Closing Date, Transferor shall prepare and deliver to Transferee a written statement setting forth Transferor’s good faith calculation of the difference between the Closing Indebtedness for Borrowed Money and the Estimated Closing Indebtedness for Borrowed Money (the “ Net Indebtedness Adjustment Amount ”). Within five Business Days after delivery of such statement from Transferor to Transferee, if the Net Indebtedness Adjustment Amount is positive, then Transferee shall pay to Transferor such amount and if the Net Adjustment Amount is negative, then Transferor shall pay to Transferee such amount, in each case by wire transfer of immediately available funds to the account designated by the payee.

(f) Within thirty (30) days following the Closing Date, Transferee shall prepare and deliver to Transferor a written statement setting forth the amount (if any) of Delayed Scheduled Capital Expenditures. Within five (5) Business Days after delivery of such statement from Transferee to Transferor, Transferor shall pay to Transferee such amount by wire transfer of immediately available funds to the account designated by Transferee.

(g) Within thirty (30) days following the Closing Date, Transferor shall prepare and deliver to Transferee a written statement setting forth the amount (if any) of Pre-Paid Scheduled Capital Expenditures. Within five (5) Business Days after delivery of such statement from Transferor to Transferee, Transferee shall pay to Transferor such amount by wire transfer of immediately available funds to the account designated by Transferor.

ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING
TRANSFEROR AND THE CONTRIBUTED COMPANIES

Transferor hereby represents and warrants to Transferee as follows, except as otherwise described in the Disclosure Schedule to any representation or warranty in this Article III :

Section 3.1 Organization .

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

(b) Each of the Contributed Companies is a limited liability company duly formed, validly existing, and in good standing under the Laws of the State of Delaware. Each of the Contributed Companies has all requisite limited liability company power and authority to carry on its business as now being conducted. Each of the Contributed 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 Transferor of this Agreement and the performance by Transferor of its obligations hereunder have been and, as of Closing, the execution and delivery by Transferor of the other Contribution Documents to which it is a party and the performance of its obligations thereunder will have been duly and validly authorized by all necessary limited liability company action. This Agreement has been, and as of Closing such other Contribution Documents will have been, duly and validly executed and delivered by Transferor. This Agreement constitutes, and as of the Closing such other Contribution Documents will constitute, the legal, valid, and binding obligations of Transferor enforceable against Transferor 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.

Section 3.3 Title to Contributed Interests .

(a) Transferor owns, holds of record, and is the beneficial owner of the Contributed Interests, which represents 100% of the Class B Units of EWH, free and clear of all Liens and restrictions on transfer other than (A) those arising pursuant to (i) this Agreement, (ii) EWH’s Organizational Documents, (iii) applicable securities Laws, or (iv) the Pledge Agreement, or (B) Liens for Taxes not yet due or delinquent or being contested in good faith. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of EWH issued or granted by EWH, and there are no agreements of any kind which may obligate EWH to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except for the Contribution Documents and as may be contained in its Organizational Documents.

(b) EWH owns, holds of record and is the beneficial owner of 100% of the outstanding equity interests in Hamlet, 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 Hamlet, or (C) applicable securities Laws, or (ii) Liens for Taxes not yet due or delinquent or being contested in good faith. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Hamlet issued or granted by Hamlet, and there are no agreements of any kind which may obligate Hamlet to issue, purchase, redeem or otherwise acquire any of its limited liability company interests.

Section 3.4 No Conflict; Consents and Approvals . The execution and delivery by Transferor of this Agreement and the other Contribution Documents to which it is a party and the performance by Transferor of its obligations under this Agreement and such other Contribution Documents do not and will not: (a) violate or result in a breach of the Organizational Documents of Transferor or any of the Contributed Companies; (b) assuming all required filings, waivers, approvals, consents, authorizations and notices disclosed in Schedule 3.4 (“ Transferor 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 Transferor or any of the Contributed Companies is a party, (ii) violate or result in a breach in any material respect of any Law or order applicable to Transferor or any of the Contributed Companies, (c) require any Governmental Authorization applicable to Transferor or any of the Contributed 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 Contributed Interests, other than Liens created by or on behalf of Transferee.

Section 3.5 Legal Proceedings . As of the Execution Date, there are no Legal Proceedings pending or, to the knowledge of Transferor, threatened against Transferor or any of the Contributed Companies that (a) challenge the validity or enforceability of the obligations of Transferor or any of the Contributed Companies under this Agreement or the Contribution Documents to which it is a party, or (b) seek to prevent or delay the consummation by Transferor or any of the Contributed Companies of the transactions contemplated herein or in the Contribution Documents. There is no order, judgment, or decree issued or entered by any Governmental Entity imposed upon Transferor or any of the Contributed Companies that, in any such case, (i) challenges the validity or enforceability of the obligations of Transferor or any of the Contributed Companies under this Agreement or the Contribution Documents to which it is a party, or (ii) seeks to prevent or delay the consummation by Transferor or any of the Contributed Companies of the transactions contemplated herein or in the Contribution Documents.

Section 3.6 Ownership . Except for Hamlet, EWH does not have any subsidiaries or own equity interests in any Person. Hamlet does not have any subsidiaries or own equity interests in any Person.

Section 3.7 Taxes .

(a) For U.S. federal income tax purposes, EWH is treated as a partnership and Hamlet is disregarded as an entity separate from EWH. No election has been made under Treasury Regulation Section 301.7701-3 to treat any of the Contributed Companies as any type of entity other than a disregarded entity or partnership for U.S. federal, state and local income tax purposes.

(b) All Tax Returns that are required to have been filed by or with respect to the Contributed Companies or any of their respective operations and Assets have been timely and properly filed with the appropriate Governmental Entity.

(c) All Taxes that are required to have been paid by or with respect to the Contributed 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 Governmental Entity.

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

(e) None of the Contributed 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(c) or any Taxes of or with respect to any of the Contributed Companies or any of their respective Assets or, to Transferor’s knowledge, threatened audits or proposed deficiencies or other claims for unpaid Taxes of any of the Contributed Companies.

Section 3.8 Investment Representation . Transferor is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act. To the extent Closing New Common Units are included as part of the Purchase Price pursuant to Section 2.2 , Transferor is receiving (or will receive) such Closing New Common Units for its own account with the present intention of holding the Closing New Common Units for investment purposes and not with a view to, or for sale in connection with, any distribution. Transferor has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in the Closing New Common Units to be acquired hereby. To the extent Closing New Common Units are included as part of the Purchase Price pursuant to Section 2.2 , Transferor acknowledges the Closing New Common Units have not been (or will not be) registered under applicable federal and state securities Laws and the Closing New Common 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 3.9 Brokerage Arrangements . Neither Transferor nor any of its Affiliates has entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Transferee to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the other Contribution Documents or the transactions contemplated hereby or thereby.

Section 3.10 Data Room . As of the date hereof, copies of all Material Contracts and Governmental Authorizations in Transferor’s possession with respect to the Contributed Companies have been provided and made accessible to Transferee in the online “virtual data room” for “Project Uwharrie” established by Merrill Datasite prior to the Execution Date. Within five (5) Business Days after the date hereof, Transferor shall provide to Transferee a true and complete digital copy of the contents of such online “virtual data room.”

Section 3.11 Disclaimer .

(a) Notwithstanding anything to the contrary herein, Transferor makes no 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 , or (ii) with respect to any date or period after the Closing.

(b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN ARTICLE III , THE CONTRIBUTED INTERESTS ARE BEING CONTRIBUTED, THROUGH THE CONTRIBUTION OF THE CONTRIBUTED INTERESTS TO TRANSFEREE, “AS IS, WHERE IS, WITH ALL FAULTS” AND TRANSFEROR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE CONTRIBUTED COMPANIES, THEIR RESPECTIVE ASSETS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS, AND OTHER INCIDENTS OF THE CONTRIBUTED COMPANIES AND THEIR RESPECTIVE ASSETS. THE STATEMENTS AND DISCLAIMERS MADE UNDER THIS SECTION 3.11 EXPRESSLY SURVIVE THE CLOSING DATE.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee hereby represents and warrants to Transferor as follows:

Section 4.1 Organization . Transferee is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Section 4.2 Authority; Enforceability . Transferee has all requisite limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Transferee and the performance of its obligations have been duly and validly approved by the Conflicts Committee and authorized by Transferee. This Agreement constitutes the valid and binding obligations of Transferee, enforceable against Transferee 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).

Section 4.3 No Conflicts; Consents and Approvals . The execution and delivery by Transferee of this Agreement and the performance by Transferee of its obligations hereunder and the consummation by Transferee of the Transaction do not: (a) violate or result in a breach of the Organizational Documents of Transferee, (b) violate or result in a breach or default under any material Contract to which Transferee is a party, except for any such violation or default which would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the Transaction, (c) violate or result in a breach of any Law or order applicable to Transferee, except as would not reasonably be expected to result in a material adverse effect on Transferee’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 Closing New Common 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 Transferee’s ability to consummate the Transaction.

Section 4.4 Legal Proceedings . There are no Legal Proceedings pending or, to the knowledge of Transferee, threatened against Transferee that (a) challenge the validity or enforceability of the obligations of Transferee under this Agreement, or (b) seek to prevent or delay the consummation by Transferee of the transactions contemplated herein.

Section 4.5 Delivery of Fairness Opinion . The Financial Advisor has delivered an opinion to the Conflicts Committee confirming the consideration is fair, from a financial point of view to Transferee and the Unaffiliated Common Unitholders (as defined in such opinion).

Section 4.6 Brokerage Arrangements . Neither Transferee nor any of its Affiliates has entered, directly or indirectly, into any contract or arrangement with any Person that would obligate Transferor to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the other Contribution Documents or the transactions contemplated hereby or thereby.

Section 4.7 Closing New Common Units . Any Closing New Common Units issued at the Funding, if and when issued in consideration for the contribution by Transferor of the Contributed Interests as provided by this Agreement, will be duly authorized, validly issued, fully paid (to the extent required by Transferee’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 Transferee’s Organizational Documents).

Section 4.8 SEC Documents . Transferee 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 Execution Date, collectively, the “ Transferee SEC Documents ”). The Transferee SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “ Transferee 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 Transferee SEC Document filed prior to the Execution 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 Transferee Financial Statements were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of Transferee as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. KPMG LLP is an independent registered public accounting firm with respect to Transferee and has not resigned or been dismissed as independent registered public accountants of Transferee as a result of or in connection with any disagreement with Transferee on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 4.9 Funding . As of the Funding, Transferee will have access to immediately available funds to pay the Closing Cash Consideration.

Section 4.10 Independent Investigation; Waiver of Other Representations . TRANSFEREE 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 CONTRIBUTED INTERESTS AND THE CONTRIBUTED COMPANIES; (ii) IT HAS BEEN PROVIDED OR GIVEN THE OPPORTUNITY TO ACCESS PERSONNEL, PROPERTIES, PREMISES, AND RECORDS OF THE CONTRIBUTED INTERESTS AND THE CONTRIBUTED 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 TRANSACTIONS CONTEMPLATED HEREIN; (iii) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT

IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE HAMLET PLANT, AND AN INVESTMENT IN THE CONTRIBUTED INTERESTS AND THE CONTRIBUTED COMPANIES; (IV) THE HAMLET PLANT IS NOT AS OF THE EXECUTION DATE, AND WILL NOT AS OF THE CLOSING BE, SUBSTANTIALLY COMPLETE ; AND (V) TRANSFEROR MAKES 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 3.9 ).

ARTICLE V
COVENANTS AND OTHER AGREEMENTS

Section 5.1 Conduct of Business . From the Execution Date through the earlier of the termination of this Agreement pursuant to Article VIII and the Closing, except as permitted or required by the other terms of this Agreement or the other Contribution Documents, required by Law or by any Material Contract, or by the Organizational Documents of the Contributed Companies, or consented to or approved by Transferee in writing, which consent or approval will not unreasonably be withheld or delayed, Transferor (solely with respect to the Business) shall and shall cause EWH to conduct their respective businesses (including the Business) in the ordinary course of business. Without limiting the foregoing, without the written consent or approval of Transferee, 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 or the other Contribution Documents, (x) Transferor shall not permit the amendment or termination of any Material Contract to which it is a party, and (y) Transferor shall not permit any of the Contributed Companies to:

(a) amend its Organizational Documents;

(b) enter into any joint venture, strategic alliance, noncompetition or similar arrangement that affects any Contributed Company of the Hamlet Plant;

(c) sell, assign, transfer, lease, or otherwise dispose of any material Asset of the Business in excess of $500,000 individually; provided , however , any sale, assignment, transfer, lease, or other disposal of any material Asset of the Business shall be for at least fair market value (as determined in the reasonable discretion of Transferor);

(d) abandon the Hamlet Plant or liquidate, dissolve, or otherwise wind up the Business or any Contributed Company;

(e) incur any Indebtedness for Borrowed Money that, at Closing, would become a liability of any Contributed Company (other than borrowings under the EWH Revolver);

(f) repurchase, redeem or otherwise acquire any equity interests from its equity holders or former equity holders;

(g) issue, grant or sell any equity interests (or options, warrants or rights to acquire same) or any other securities or obligations convertible into or exchangeable for any of its equity interests;

(h) permit amendment or termination of any Material Contract to which it is a party or permit the entry into any Contract that, if entered into prior to the Execution Date, would be considered a Material Contract;

(i) make a loan or extend credit to any Person (other than extensions of credit to customers in the ordinary course of business);

(j) commence or settle any material lawsuit or legal action to which any Contributed Company is party or that otherwise affects the Business;

(k) hire or engage any employees or individual service providers or adopt, maintain, contribute to, or incur any material liability (whether actual, contingent or otherwise) or obligation with respect to any Benefit Plan, in each case, other than obligations (i) to independent contractors who perform services for any Contributed Company in the ordinary course of business or (ii) pursuant to the Management Services Agreement;

(l) mortgage, pledge or subject to any Lien (other than a Permitted Lien) any of its material Assets or properties;

(m) acquire by merger, consolidation or otherwise any material Assets or business of any corporation, partnership, association or other business organization or division thereof;

(n) change in any material respect its accounting practices or principles except as required by GAAP;

(o) take any action or steps that could result in any Contributed Company being treated as any type of entity other than a disregarded entity or partnership for Tax purposes, as described in Treasury Regulations Section 301.7701-3 (or any corresponding or similar provision of state or local Tax Law) through the Closing Date; or

(p) agree to do any of the foregoing.

Section 5.2 Commercially Reasonable Efforts .

(a) Subject to the terms and conditions of this Agreement, each of Transferee and Transferor 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 and to ensure the satisfaction of its conditions to Closing set forth herein.

(b) In furtherance and not in limitation of the foregoing, each of Transferee and Transferor agrees to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 5.2 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as promptly as practicable; provided , however , notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.2 shall require, or be construed to require, any Party to sell or otherwise dispose of, hold separate (through the establishment of a

trust or otherwise), divest itself of or limit the ownership of all or any portion of their respective businesses, assets or operations.

Section 5.3 Access .

(a) From the Execution Date through the earlier of the termination of this Agreement pursuant to Article VIII and the Closing, Transferor shall, and shall cause the Contributed Companies to afford Transferee and its authorized Representatives reasonable access, during normal business hours and in such manner as not unreasonably to interfere with normal operation of the Business, to the properties, books, Contracts, records and appropriate officers and employees who currently provide services to the Contributed Companies or the Hamlet Plant, and shall furnish such authorized Representatives with all financial and operating data and other information concerning the Contributed Companies as Transferee and such Representatives may reasonably request. Notwithstanding the foregoing, Transferee shall have no right of access to, and Transferor and the Contributed Companies shall not have any obligation to provide to Transferee, information relating to (i) any proprietary data which relates to another business or asset of Transferor and is not primarily used in connection with the ownership, use or operation of the Business, (ii) any information subject to contractual confidentiality obligations or any privilege (including attorney-client privilege), (iii) any information the disclosure of which would result in a violation of Law, or (iv) any information related to Transferor’s negotiation or preparation of this Agreement or the other Contribution Documents or the sale process related thereto.

(b) Transferee agrees to defend, indemnify, and hold harmless Transferor, each of the Contributed Companies, and their respective Affiliates and its and their respective Representatives, from and against any and all Damages incurred by any such Person arising out of the access rights under Section 5.3(a) , including in respect of any claims against Transferor or its Affiliates by any Representatives of Transferee for any injuries or property damage sustained while present at the Hamlet Plant or on any real property owned or leased by any of the Contributed Companies.

Section 5.4 Tax Matters .

(a) To the extent Transfer Taxes may be due and payable in connection with the Transaction, such Transfer Taxes shall be borne equally by Transferor and Transferee.

(b) Transferor shall prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns for the Contributed Companies for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Transferor shall timely pay or cause to be paid all Taxes shown as due on such Tax Returns. Transferee shall prepare all Straddle Period Tax Returns and shall timely pay or cause to be paid all Taxes shown as due on such Tax Returns. To the extent required or permitted by applicable Law, Transferor and Transferee shall each include any income, gain, loss, deduction or other Tax items for such periods on its Tax Returns in a manner consistent with the manner in which Transferor included such items for such periods.

(c) If any Governmental Entity issues to any of Transferor, Transferor’s Affiliates, Transferee or Transferee’s Affiliates a notice of deficiency or any other type of proposed adjustment of Taxes of any Contributed Company or with respect to any of their respective operations or Assets that could give rise to a claim for indemnification under Section 7.2(a) (a

“ Tax Contest ”), the party receiving such notice shall notify the other within 15 Business Days of receipt of the notice of deficiency or other proposed adjustment, provided , however , failure to give such notification shall not affect the indemnification provided pursuant to Section 7.2(a) except to the extent Transferee shall have been materially prejudiced as a result of such failure. Provided Transferor notifies Transferee of its intent to control such Tax Contest within 15 Business Days after receipt of notification from Transferee or delivery of notification to Transferor as set forth in the immediately preceding sentence, Transferor will have the right, at its expense, to control the defense of such Tax Contest. With respect to any Tax Contest for which Transferor exercises its right to control, Transferor shall (i) notify Transferee of significant developments with respect to such Tax Contest and keep Transferee reasonably informed and consult with Transferee as to the resolution of any issue that would materially affect Transferee and (ii) give Transferee a copy of any Tax adjustment proposed in writing with respect to such Tax Contest and copies of any other written correspondence with the relevant Governmental Entity relating to such Tax Contest. Notwithstanding anything to the contrary in this Agreement, the provisions in this Section 5.4(c) shall apply to any Tax Contest and the procedures in Section 7.3 shall not be applicable to a Tax Contest.

Section 5.5 Updating . From time to time until the Closing, Transferor may at its option supplement or amend and deliver written updates to (or add Schedules to) the Disclosure Schedules as necessary to disclose any events or developments that occur or information that is learned between the date of this Agreement and the Closing Date. Transferor shall be considered in material breach of this Agreement for purposes of Section 8.1(c) if the event, action, development or occurrence which is the subject of the supplement, amendment or update (a) constitutes a material breach by Transferor of any provision of this Agreement or (b) has a Material Adverse Effect, provided , however , in the case of subclauses (a) or (b) , in the event Transferee provides notice of termination for a material breach of this Agreement pursuant to Section 8.1(c) as a result of any supplement, amendment or update, Transferor shall have a period of 30 days following written notice from Transferee to cure any breach of this Agreement if the breach is curable; provided , further , if Transferee does not elect to terminate this Agreement pursuant to Section 8.1(c) as a result thereof, any such update made pursuant to this Section 5.5 shall be considered for purposes of determining whether the condition in Section 6.2(b) has been satisfied, but shall be disregarded for purposes of (x) determining whether the condition in Section 6.2(c) has been satisfied and (y) Article VII .

Section 5.6 Closing New Common Units Listed . Transferee will use its commercially reasonable efforts to list, prior to the Funding the Closing New Common Units on The New York Stock Exchange upon official notice of issuance.

ARTICLE VI
CONDITIONS TO CLOSING

Section 6.1 Mutual Closing Conditions . The respective obligation 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 and the other Contribution Documents shall have been made

and obtained, as applicable, and any waiting periods applicable to the transactions contemplated hereby under the HSR Act and any extensions thereof shall have expired or been terminated; provided , however , prior to invoking this condition, 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 6.2 Transferee’s Closing Conditions . Transferee’s obligation to consummate the Transaction are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee), at or prior to the Closing, of each of the following conditions:

( a) Transferor 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 Transferor) made by Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) 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. The Fundamental Representations made by Transferor in Article III 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 6.2(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.

(c) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect.

(d) Transferor shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.5(a) .

(e) If the Hamlet Purchase Price has been paid prior to the Closing, not less than $65,000,000 of such payment has been distributed by EWH (in cash or by the issuance of Transferee Units) to the members of EWH other than Transferor pursuant to the EWH LLC Agreement.

Section 6.3 Transferor’s Closing Conditions . The obligation of Transferor to consummate the Transaction are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferor), at or prior to the Closing, of each of the following conditions:

(a) Transferee 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 IV 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 6.3(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.

ARTICLE VII
INDEMNIFICATION

Section 7.1 Survival . The representations and warranties of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive for a period of twelve (12) months following the Closing Date, except that:

(a) the representations and warranties contained in Section 3.7 (Taxes) shall survive until 30 days following the expiration of the applicable statute of limitations; and

(b) the representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authority; Enforceability), Section 3.3 (Title to Contributed Interests), Section 3.6 (Ownership), Section 3.8 (Investment Representation), Section 3.9 (Brokerage Arrangements), Section 4.1 (Organization), Section 4.2 (Authority; Enforceability), Section 4.6 (Brokerage Arrangements) and Section 4.7 (Closing New Common Units) (the “ Fundamental Representations ”) shall survive indefinitely or until the latest date permitted by Law.

Upon the expiration of any representation and warranty 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) Transferor shall indemnify, defend and hold harmless Transferee, its Affiliates, and its and their respective officers, directors, managers, employees, counsel, agents and representatives (collectively, the “ Transferee Indemnitees ”), to the fullest extent permitted by

applicable Law, from and against any and all Damages incurred or suffered by any Transferee Indemnitee to the extent caused by, resulting from, arising out of, or relating to the breach of any of the representations, warranties, or covenants of Transferor 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 .

(b) Transferee shall indemnify, defend and hold harmless Transferor, its Affiliates and its and their respective officers, directors, managers, employees, counsel, agents and representatives (collectively, the “ Transferor Indemnitees ”), to the fullest extent permitted by applicable Law, from and against all Damages incurred by or suffered by any Transferor Indemnitee arising out of or relating to (x) the breach of any of the representations, warranties or covenants of Transferee 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 (y) any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party against any Transferor Indemnitee that pertains to the business or operations of the Contributed Companies or the ownership of the Contributed Interests, except to the extent of any matters for which Transferor is obligated to indemnify any Transferee Indemnitee under Section 7.2(a) .

Section 7.3 Conduct of Indemnification Proceedings .

(a) If any Legal Proceeding shall be brought or asserted against any Transferee Indemnitee or Transferor 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 Business Days after written notice thereof to the Indemnifying Party; provided , 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) Neither Transferor nor Transferee shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or warranty under Section 7.2(a) unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a) exceeds 1% of the Closing Purchase Price, 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 Transferee, on the one hand, and Transferor, on the other hand, for indemnity for breach of a representation or warranty under Section 7.2(a) under this Article VII shall not exceed 10% of the Closing Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a) for breach of covenant, Section 7.2(b) , for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.7 ; provided , however , the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations or Section 7.2(b) shall not exceed the Closing Purchase Price.

(b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a Transferee 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 NEITHER TRANSFEROR NOR TRANSFEREE 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) Transferor shall not be liable for indemnification under Section 7.2(a) , and the Transferee Indemnitees shall have no right to recover any Damages under Section 7.2(a) , to the extent Transferee or its subsidiaries have been compensated for the Damages claim pursuant to the Make-Whole Agreement.

Section 7.5 Exclusive Remedy . The indemnities in Section 5.6 and Section 7.2 shall survive Closing. The indemnities provided in Section 5.6 , Section 7.2 and the provisions of Section 9.11 shall, from and after Closing, be the sole and exclusive remedy of Transferee and Transferor 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 actual fraud, willful misconduct, criminal acts, or knowing and intentional breach of this Agreement.

ARTICLE VIII
TERMINATION RIGHTS

Section 8.1 Termination Rights . This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Parties;

(b) by either Party in writing if the Closing has not occurred on or before April 30, 2019; provided , however , the Party seeking to terminate is not in material default or breach of this Agreement;

(c) by either Party 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; provided , however , in the case of subclauses (i) or (ii), the breaching Party shall have a period of 30 days following written notice from the non-breaching Party to cure any breach of this Agreement if the breach is curable; or

(d) by either Party 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.

Section 8.2 Effect of Termination . In the event of the termination of this Agreement pursuant to Section 8.1 , all obligations of the Parties hereto shall terminate, except for the provisions of this Section 8.2 , Section 3.9 , Section 3.11 , Section 4.6 , Section 5.3(b) , Section 7.4(c) , and Article IX 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 Party from seeking damages from the other Party for any fraud, willful misconduct, criminal acts, or knowing and intentional breach of this Agreement prior to termination.

ARTICLE IX
GENERAL

Section 9.1 Entire Agreement; Successors and Assigns.

(a) Except for the other Contribution Documents, this Agreement supersedes 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 contains the sole and entire agreement among the Parties hereto with respect to the subject matter hereof.

(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 , Transferee may assign its rights, interests, or obligations hereunder to a wholly owned subsidiary of Transferee without the prior written consent of Transferor; provided , further , no such assignment by Transferee shall relieve Transferee of any of its obligations hereunder.

Section 9.2 Amendments and Waivers . All amendments to this Agreement must be in writing and signed by the Parties. A Party may, only by an instrument in writing, waive compliance by the other Party 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 9.3 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 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); (d) delivery by facsimile, with receipt confirmed, to a Party, at the facsimile number set forth below (or at such other facsimile number as such Party shall designate by like notice), or (e) 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); provided , however , in the case of any notice delivered by electronic mail, the notifying Party shall send notice by facsimile, hand, courier, or overnight delivery service not later than the following Business Day:

If to Transferor, addressed to:

Enviva Development Holdings, LLC
7200 Wisconsin Avenue
Suite 1000
Bethesda, MD 20814
Attn: President and General Counsel
Facsimile No.: (240) 482-3774
Email: william.schmidt@envivabiomass.com

with a copy to, which shall not constitute notice:

Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
Attn: Caroline Blitzer Phillips
Facsimile No.: (917) 849-5317
Email: cphillips@velaw.com

If to Transferee, addressed to:

Enviva Partners, LP
c/o Enviva Partners GP, LLC (as General Partner)
7200 Wisconsin Avenue
Suite 1000
Bethesda, MD 20814
Attn: Chair, Conflicts Committee of the Board of Directors
Facsimile No.: (918) 747-2150
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 Rosenwasser

Michael Swidler
Facsimile No.: (212) 259-2533

(212) 259-2511

Email: michael.rosenwasser@bakerbotts.com

michael.swidler@bakerbotts.com

Section 9.4 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 9.5 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 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 9.3 .

(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 9.6 Disclosure Schedules . The inclusion of any information (including dollar amounts) in any of the Schedules delivered by Transferor 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 Disclosure Schedules is subject to Section 3.11 and Section 4.10 . Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned in this Agreement.

Section 9.7 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 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 9.8 Transaction Costs and Expenses . Except as otherwise specified in this Agreement, 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. Transferor and Transferee shall each be responsible for 50% of any filing fees under the HSR Act.

Section 9.9 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 Transferor Indemnitees and Transferee Indemnitees is an express, intended third-party beneficiary of this Agreement.

Section 9.10 Counterparts . This Agreement may be executed by facsimile or 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 facsimile or electronic mail exchange of .pdf signature pages) to the other Parties hereto.

Section 9.11 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 Transferor and Transferee shall be entitled to specific performance by the 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.

Section 9.12 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 each Party, which consent shall not be unreasonably withheld, conditioned or delayed by any Party; provided , however , nothing herein shall prevent a Party 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 Securities and Exchange Commission after consultation with the other Party as is reasonable under the circumstances.

Section 9.13 Further Assurances . The Parties agree, from time to time after the Closing Date 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 Contribution Documents. Without limiting the generality of the foregoing, Transferor and Transferee shall from time to time after the Closing, 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 Transferor or Transferee may reasonably request to vest in Transferee or its designees and their respective successors and assigns all right, title and interest in the Contributed Interests and the Business, or otherwise to consummate and make effective the transactions contemplated by the Contribution 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.

[Signature page follows.]

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

	TRANSFEROR :

	ENVIVA DEVELOPMENT HOLDINGS, LLC


	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	President and General Counsel

	TRANSFEREE :

	ENVIVA PARTNERS, LP

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

	By:	/s/ Shai Even
	Name:	Shai Even
	Title:	Executive Vice President and Chief Financial Officer


	ENVIVA 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 Contribution Agreement]

EXHIBIT A

DEFINITIONS

“ Affiliate ” means with respect to an entity, any other entity 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 an entity, 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 Closing, each of the Contributed Companies shall be considered to be an Affiliate of Transferor and not an Affiliate of Transferee and (ii) on and after the Closing, each of the Contributed Companies shall be considered to be an Affiliate of Transferee and not an Affiliate of Transferor; and (b) other than with respect to the Contributed Companies, none of Transferee and its subsidiaries, on the one hand, and Transferor and its 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.

“ 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 any plan, policy, understanding, arrangement, written contract or agreement that provides or is designed to provide compensation or benefits to or with respect to employees or individual service providers.

“ Business ” means the business of the Contributed Companies as conducted as of the Execution Date or as of Closing, as applicable, and the activities incidental thereto; provided , however , the business of Contributed Companies prior to Substantial Completion of the Hamlet Plant shall be deemed to be limited to the construction, development, and pursuit of Substantial Completion of the Hamlet Plant.

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

“ Closing ” has the meaning set forth in Section 2.4 .

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

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

“ Closing Date ” has the meaning set forth in Section 2.4 .

“ Closing Indebtedness for Borrowed Money ” has the meaning set forth in Section 2.6(c) .

“ Closing Net Working Capital ” has the meaning set forth in Section 2.6(b) .

A- 1

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

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

“ Commercial Operations ” means substantial completion of construction of the Hamlet Plant (other than punch list items) and the commencement of the production and shipment of wood pellets to the Wilmington Terminal.

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

“ 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.

“ Contributed Companies ” means, collectively, EWH and Hamlet.

“ Contributed Interests ” has the meaning set forth in the recitals.

“ Contributed Revolver Interests ” has the meaning set forth in the recitals.

“ Contribution Documents ” means this Agreement, the Interest Conveyance, the LSTA Par/Near-Par Trade Confirm, the Replacement Pledge Agreement, the Make-Whole Agreement, the Holdings Indemnification Agreement, the EWH Revolver Assignment to EVA, the EWH Revolver Assignment to ELP, the EWH MSA Fee Waiver, the EVA MSA Fee Waiver, and each of the other documents and instruments to be delivered hereunder.

“ Damages ” means any and all debts, losses, liabilities, duties, 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.

“ Delayed Scheduled Capital Expenditures ” means the amount of capital expenditures to be incurred by EWH or Hamlet on or prior to the Closing Date as set forth in Schedule A-1 that were not incurred prior to the Closing Date and which will be incurred after the Closing Date.

“ Disclosure Schedules ” has the meaning set forth in Section 9.6 .

“ Enviva GP, LLC ” has the meaning set forth in the recitals.

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

“ Enviva, LP ” has the meaning set forth in the recitals.

A- 2

“ Enviva ManagementCo ” means Enviva Management Company, LLC, a Delaware limited liability company.

“ Estimated Closing Indebtedness for Borrowed Money ” has the meaning set forth in Section 2.6(c) .

“ Estimated Closing Net Working Capital ” has the meaning set forth in Section 2.6(b) .

“ Estimated Closing Purchase Price ” has the meaning set forth in Section 2.6(a) .

“ EVA MSA Fee Waiver ” has the meaning set forth in Section 2.5(a)(ix) .

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

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

“ EWH LLC Agreement ” means the Fourth Amended and Restated Limited Liability Company of EWH dated as of December 29, 2016, as same may be amended or restated from time to time.

“ EWH MSA Fee Waiver ” has the meaning set forth in Section 2.5(a)(viii) .

“ EWH Revolver ” means the Amended and Restated Credit Agreement, dated as of June 30, 2018, between EWH, as borrower, and Enviva Holdings, as lender.

“ EWH Revolver Assignment to ELP ” has the meaning set forth in Section 2.5(b)(v) .

“ EWH Revolver Assignment to EVA ” has the meaning set forth in Section 2.5(a)(iii) .

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

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

“ FIRPTA Certificate ” means a certificate, issued pursuant to Treasury Regulations Section 1.1445-2(b) and signed and properly executed by Transferor, stating that Transferor is neither a disregarded entity nor a foreign person within the meaning of Code Section 1445.

“ Fundamental Representations ” has the meaning set forth in Section 7.1(b) .

“ Funding ” has the meaning set forth in Section 2.4 .

“ 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.

A- 3

“ 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.

“ Hamlet ” means Enviva Pellets Hamlet, LLC, a Delaware limited liability company and wholly owned subsidiary of EWH.

“ Hamlet Plant ” means the wood pellet production plant under construction in Hamlet, North Carolina.

“ Hamlet Purchase Price ” has the meaning set forth in the Wilmington Contribution Agreement.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Holdings Indemnification Agreement ” has the meaning set forth in Section 2.5(a)(vi) .

“ 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.

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

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

“ Intellectual Property ” means intellectual property rights, statutory or common law, worldwide, including (a) trademarks, service marks, trade dress, slogans, logos, and all goodwill associated therewith, and any applications or registrations for any of the foregoing, (b) copyrights and any applications or registrations for any of the foregoing, and (c) patents, all confidential know-how, trade secrets and similar proprietary rights in confidential inventions, discoveries, improvements, processes, techniques, devices, methods, patterns, formulae, and specifications.

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

“ JHUSA ” means John Hancock Life Insurance Company (U.S.A.), a Michigan corporation.

A- 4

“ Joinder Agreement ” has the meaning set forth in Section 2.5(b)(x) .

“ 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.

“ LSTA Par/Near-Par Trade Confirm ” has the meaning set forth in Section 2.5(a)(iv) .

“ Make-Whole Agreement ” has the meaning set forth in Section 2.5(a)(v) .

“ Management Services Agreement ” means the Amended and Restated Management Services Agreement between EWH and Enviva ManagementCo dated as of December 17, 2015, as amended, supplemented, waived, or modified from time to time.

“ 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 Contributed Companies (and calculated net of insurance proceeds), or prevents or materially delays the ability of Transferor 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: (i) compliance with the terms of, or the taking of any action required by, this Agreement or actions or omissions of Transferor that Transferee has requested or to which Transferee has expressly consented, or the pendency or announcement of the Transaction, (ii) 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 any of the Contributed Companies as compared to similarly situated businesses, (iii) changes in general economic, capital markets, regulatory, or political conditions in the United States or elsewhere (including interest rate fluctuations), (iv) changes in Law, GAAP, regulatory accounting requirements, or interpretations thereof, to the extent not having a disproportionate adverse effect on any of the Contributed Companies as compared to similarly situated businesses, (v) fluctuations in currency exchange rates, (vi) acts of war, insurrection, sabotage, or terrorism, or (vii) the failure of any Contributed Company to meet any budgets, projections, forecasts, or predictions of financial performance or estimates of revenue, earnings, cash flow, or cash position.

“ Material Contracts ” means those material Contracts comprising each of the following types of Contracts related to the Business, including those set forth on Schedule 3.10 (which to the actual knowledge of Transferor, represents all of such Contracts other than (a) any such Contracts contemplated to be entered into in connection with the Closing or otherwise referred to herein and (b) in contemplation of the Make-Whole Agreement, Contracts related to the construction of the Hamlet Plant):

A- 5

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

(ii) any Contract involving a remaining commitment to pay capital expenditures in excess of $1,000,000;

(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 $1,000,000 per year;

(iv) any Contract between Transferor or any of its Affiliates (other than any Contributed Company), on the one hand, and any Contributed Company, on the other hand, that will survive the Closing;

(v) any Contract that limits the ability of any Contributed Company or the Hamlet Plant to compete in any line of business or with any Person or in any geographic area during any period of time after the Closing;

(vi) any partnership or joint venture agreement (other than the limited liability company agreement or any other organizational documents of Transferor, EWH or their respective subsidiaries);

(vii) any Contract granting to any Person a right of first refusal, first offer, or right to purchase the any of the Contributed Companies or the Hamlet Plant which right survives the Closing (other than any of the Contribution 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 $1,000,000 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.

“ Net Adjustment Amount ” has the meaning set forth in Section 2.6(d) .

“ Net Indebtedness Adjustment Amount ” has the meaning set forth in Section 2.6(e) .

“ 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, in each case as amended to date.

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

A- 6

“ Permitted Liens ” means (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by Transferor or any Contributed Company, (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens 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, (iii) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the real property or any Contributed Company and not violated by the current use and operation of such Contributed Company’s real property, (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to any Contributed Company’s real property that do not materially impair the occupancy or use of such Contributed Company’s real property for the purposes for which it is currently used or proposed to be used in connection with Transferee’s or any Contributed Company’s businesses, (v) public roads and highways, (vi) matters that would be disclosed by an inspection or accurate survey of each parcel of real property, (vii) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (viii) purchase money liens and liens securing rental payments under capital lease arrangements, (ix) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money, and (x) Liens contained in the Organizational Documents of any Contributed 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.

“ Pledge Agreement ” means the Pledge Agreement between Transferor and JHUSA dated as of January 22, 2016.

“ Pre-Closing Tax Period ” means all taxable periods ending on or prior to the Closing Date.

“ Pre-Paid Scheduled Capital Expenditures ” means the amount of capital expenditures incurred by EWH or Hamlet on or prior to the Closing Date as set forth in Schedule A-1 that were not scheduled to be incurred until after the Closing Date.

“ Purchase Price ” means an aggregate amount equal to the sum of the Closing Purchase Price, the Second Payment, and the Third Payment.

“ Replacement Pledge Agreement ” has the meaning set forth in Section 2.5(b)(iii) .

“ Representatives ” means, as to any Person, its Affiliates and its and their respective officers, directors, managers, employees, partners, members, stockholders, controlling persons, counsel, agents, accountants, advisers, engineers, and consultants.

“ Responsible Officer ” means, with respect to any Person, any vice president or more senior officer of such Person, or, if such Person is a partnership, any vice president or more senior officer of the general partner of such Person.

“ Sale Unit Price ” means the volume-weighted average price of a Transferee Unit for the 20 consecutive trading days immediately preceding the Execution Date.

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“ SEC ” has the meaning set forth in Section 4.8 .

“ Second Payment ” has the meaning set forth in Section 2.2 .

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

“ Second Payment Fee ” has the meaning set forth in Section 2.3 .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

“ Straddle Period ” means any taxable period that includes, but does not end on, the Closing Date.

“ Substantially Complete ” means (i) all portions of the Hamlet Plant have been completed and can be used for their intended purposes in accordance with applicable laws and permits, and (ii) the Hamlet Plant has commenced Commercial Operations.

“ Target Working Capital ” has the meaning set forth in Section 2.5(a) .

“ Tax ” or “ Taxes ” means (i) 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 (ii) all liability for the payment of any amounts of the type described in clause (i) 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 Contest ” has the meaning set forth in Section 5.4(c) .

“ 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.

“ Third Payment ” has the meaning set forth in Section 2.2 .

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

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“ Third Payment Fee ” has the meaning set forth in Section 2.3 .

“ 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.

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

“ Transferee Financial Statements ” has the meaning set forth in Section 4.8 .

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

“ Transferee SEC Documents ” has the meaning set forth in Section 4.8 .

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

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

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

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

“ Wilmington Contribution Agreement ” means that certain Contribution Agreement by and between EWH and Transferee dated May 8, 2017, as may be amended from time to time.

“ Wilmington Terminal ” means Transferee’s marine export terminal located at the Port of Wilmington, North Carolina, capable of receiving, storing, discharging, and loading industrial wood pellet biomass for export by ocean going vessels.

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EXHIBIT B

FORM OF INTEREST CONVEYANCE

[See attached.]

B- 1

EXHIBIT C-1

FORM OF EWH REVOLVER ASSIGNMENT TO EVA

[See attached.]

C-1- 1

EXHIBIT C-2

FORM OF EWH REVOLVER ASSIGNMENT TO ELP

[See attached.]

C-2- 1

EXHIBIT D

FORM OF LSTA PAR/NEAR-PAR TRADE CONFIRM

[See attached.]

D- 1

EXHIBIT E

FORM OF MAKE-WHOLE AGREEMENT

[See attached.]

E- 1

EXHIBIT F

FORM OF HOLDINGS INDEMNIFICATION AGREEMENT

[See attached.]

F- 1

EXHIBIT G

FORM OF REPLACEMENT PLEDGE AGREEMENT

[See attached.]

G- 1

EXHIBIT H

FORM OF EWH LLCA JOINDER

[See attached.]

H- 1

EXHIBIT I

FORM OF EWH MSA FEE WAIVER

[See attached.]

I- 1

EXHIBIT J

FORM OF EVA MSA FEE WAIVER

[See attached.]

J- 1

Exhibit 5.1

Tel 713.758.2222 Fax 713.758.2346

March 25, 2019

Enviva Partners, LP

7200 Wisconsin Ave, Suite 1000

Bethesda, MD 20814

RE: Registered Direct Offering

Ladies and Gentlemen:

We h ave acted as counsel for Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with a registered direct offering (the “Offering”) by the Partnership of up to 3,508,778 common units representing limited partner interests in the Partnership (the “Common Units”) to certain investors pursuant to certain subscription agreements (the “Subscription Agreements”) entered into by and between the Partnership and each investor in the Offering. We have participated in the preparation of a Prospectus Supplement dated March 21, 2019 (the “Prospectus Supplement”) and the Prospectus dated June 24, 2016 (the “Base Prospectus”) forming part of the Registration Statement on Form S-3 (No. 333-211136) (the “Registration Statement”). The Prospectus Supplement has been filed pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinions set forth below, we have examined and relied upon (i) the Delaware Revised Uniform Partnership Act (the “Delaware LP Act”), (ii) the Registration Statement, the Prospectus Supplement and the Base Prospectus, (iii) the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 4, 2015, (iv) the Certificate of Limited Partnership of the Partnership, (v) the Subscription Agreements, (vi) certain resolutions adopted by the board of directors of Enviva Partners GP, LLC, the general partner of the Partnership, approving and authorizing, among other things, the Registration Statement and other matters relating to the offering of the Units, and (vii) such other certificates, statutes and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.

Based upon and subject to the foregoing and the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Common Units are duly and validly authorized for issuance and, upon payment for and delivery of the Common Units, such Common Units will be validly issued, fully paid and non-assessable.

The opinions expressed herein are qualified in the following respects:

Vinson & Elkins LLP Attorneys at Law
Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York
Palo Alto Richmond Riyadh San Francisco Taipei Tokyo Washington

1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

A. We have assumed that (i) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original and all signatures on each such document are genuine, and (ii) each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete.

B. This opinion is limited in all respects to federal laws, the Delaware LP Act and the Constitution of the State of Delaware, as interpreted by the courts of the State of Delaware and of the United States.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the Prospectus Supplement and the Base Prospectus. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

	Very truly yours,

	/s/ Vinson & Elkins L.L.P.

	Vinson & Elkins L.L.P.

Exhibit 8.1

March 25, 2019

Enviva Partners, LP

7200 Wisconsin Ave, Suite 1000

Bethesda, Maryland 20814

RE: Enviva Partners, LP Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Enviva Partners, LP (the “ Partnership ”), a Delaware limited partnership, with respect to certain legal matters in connection with the offer and sale by the Partnership of common units representing limited partner interests in the Partnership. We have also participated in the preparation of a Prospectus Supplement dated on or about the date hereof (the “ Prospectus Supplement ”) and the Prospectus dated June 24, 2016 (the “ Prospectus ”) forming part of the Registration Statement on Form S-3 (the “ Registration Statement ”).

This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a certificate of an officer of the Partnership (the “ Officer’s Certificate ”). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement.

In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

We hereby confirm that all statements of legal conclusions contained in the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” as updated in the Prospectus Supplement under the caption “Material U.S. Federal Income Tax Consequences,” constitute the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.

No opinion is expressed as to any matter not discussed in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences” or in the Prospectus Supplement under the caption “Material U.S. Federal Income Tax Consequences.” We are opining herein only as to the federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent. However, this opinion may be relied upon by you and by persons entitled to

Vinson & Elkins LLP Attorneys at Law
Austin Beijing Dallas Dubai Hong Kong Houston London
New York Richmond Riyadh San Francisco Tokyo Washington

First City Tower, 1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

rely on it pursuant to applicable provisions of federal securities law, including persons purchasing common units pursuant to the Registration Statement.

We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus Supplement under the captions “Material U.S. Federal Income Tax Consequences” and “Legal Matters”. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

	Very truly yours,

	/s/ VINSON & ELKINS L.L.P.

	Vinson & Elkins L.L.P.

Exhibit 10.1

SUBSCRIPTION AGREEMENT

Enviva Partners, LP

7200 Wisconsin Ave, Suite 1000

Bethesda, Maryland 20814

The undersigned (the “ Investor ”) hereby confirms its agreement with Enviva Partners, LP, a Delaware limited partnership (the “ Partnership ”), as follows:

1. This Subscription Agreement, including the Terms and Conditions for Purchase of LP Units attached hereto as Annex I (collectively, this “ Agreement ”), is made as of the date set forth below between the Partnership and the Investor.

2. The Partnership represents and warrants that it has authorized the sale and issuance to certain investors of up to an aggregate of ( , , ) units representing limited partnership interests in the Partnership (the “ LP Units ”), for a purchase price of $ per LP Unit (the “ Purchase Price ”).

3. The Partnership represents and warrants that the offering and sale of the LP Units (the “ Offering ”) are being made pursuant to (a) an effective Registration Statement on Form S-3 (Registration No. 333-211136) (the “ Registration Statement ”) filed by the Partnership with the Securities and Exchange Commission (the “ Commission ”), including the Prospectus contained therein (the “ Base Prospectus ”) and (b) a Prospectus Supplement (the “ Prospectus Supplement ” and, together with the Base Prospectus, the “ Prospectus ”) containing certain supplemental information regarding the Partnership, the LP Units and terms of the Offering that have been or will be (i) filed with the Commission, and (ii) delivered to the Investor (or made available to the Investor by the filing by the Partnership of an electronic version thereof with the Commission).

4. The Partnership and the Investor agree that the Investor will purchase from the Partnership and the Partnership will issue and sell to the Investor the LP Units set forth below for the aggregate purchase price set forth below (a purchase price of $ per LP Unit). The LP Units shall be purchased pursuant to the Terms and Conditions for Purchase of LP Units attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein.

5. The Investor represents that, except as set forth below, (a) it has had no material relationship (exclusive of any investments by the Investor in the Partnership’s securities) within the past three years with the Partnership or persons known to it to be affiliates of the Partnership and (b) it is not a FINRA member or an Associated Person of a FINRA member (as such term is defined under the NASD Membership and Registration Rules Section 1011) as of the Closing. Exceptions:

The representations above are made to the knowledge of the signatory below.
(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

6. The Investor represents that it has received (or otherwise had made available to it by the filing by the Partnership of an electronic version thereof with the Commission) the Base

Prospectus which is a part of the Partnership’s Registration Statement and the documents incorporated by reference therein (collectively, the “ Filed Documents ”), prior to or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement by the Investor to the Partnership, the Investor will receive certain additional information regarding the Partnership and the Offering, including pricing information (the “ Offering Information ” and, collectively with the Filed Documents, the “Disclosure Package ”). Such information may be provided to the Investor by any means permitted under the Securities Act of 1933, as amended, including the Prospectus Supplement and oral communications, including any live, confidential management presentation.

7. No offer by the Investor to buy LP Units will be accepted and no part of the Purchase Price will be delivered to the Partnership until the Investor has received the Offering Information and the Partnership has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Partnership sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Investor has been delivered the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Partnership.

[ Remainder of Page Left Blank Intentionally. Signature Page Follows. ]

Number of LP Units:

Purchase Price Per LP Unit: $

Aggregate Purchase Price: $

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

	Dated as of:			, 2019



	INVESTOR


	By:
	Print Name:
	Title:
	Address:


	E-mail :
	Phone:

Agreed and Accepted

this day of , 2019:

ENVIVA PARTNERS, LP

By: Enviva Partners GP, LLC,

its General Partner

By:
Name:
Title:

ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF LP UNITS

1. Authorization and Sale of the Securities . Subject to the terms and conditions of this Agreement, the Partnership has authorized the sale of the LP Units.

2. Agreement to Sell and Purchase the LP Units .

2.1 At the Closing (as defined in Section 3.1 ), the Partnership will sell to the Investor, and the Investor will purchase from the Partnership, upon the terms and conditions set forth herein, the number of LP Units set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of LP Units are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the Signature Page.

2.2 The Partnership proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “ Other Investors ”) and expects to complete sales of LP Units to them. The Investor and the Other Investors, if any, are hereinafter collectively referred to as the “ Investors ,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter collectively referred to as the “ Agreements .”

2.3 Except for the Offering Information, the Partnership confirms that neither it nor any other person acting on its behalf has provided the Investor or any Other Investor or its respective agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information. The Partnership understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Partnership.

3. Closings and Delivery of the LP Units and Funds .

3.1 Closing . The completion of the purchase and sale of the LP Units (the “ Closing ”) shall occur, in accordance with Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, and unless otherwise agreed upon by the Partnership, at Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, New York 10103 at [10:00 am] Eastern time on Monday, March 25, 2019 (the “ Closing Date ”). At the Closing, (a) the Partnership shall cause to be delivered to the Investor the number of LP Units set forth on the Signature Page registered in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A , in the name of a nominee designated by the Investor and (b) the aggregate purchase price for the LP Units being purchased by the Investor will be delivered by or on behalf of the Investor to the Partnership.

3.2 Conditions to the Obligations of the Parties .

(a) Conditions to the Partnership’s Obligations . The Partnership’s obligation to issue and sell the LP Units to the Investor shall be subject to: (i) the delivery by the Investor, in accordance with the provisions of this Agreement, of the purchase price for the LP Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor in this

I- 1

Agreement and the fulfillment of those undertakings of the Investor in this Agreement to be fulfilled prior to the Closing Date.

(b) Conditions to the Investor’s Obligations . The Investor’s obligation to purchase the LP Units will be subject to (i) the delivery by the Partnership of the LP Units in accordance with the provisions of this Agreement and (ii) the accuracy of the representations and warranties made by the Partnership and the fulfillment of those undertakings of the Partnership to be fulfilled prior to the Closing Date, in each case as contained in this Agreement. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the LP Units that they have agreed to purchase from the Partnership.

3.3 Delivery of Funds . In order to effect the settlement of the LP Units purchased by such Investor with the Depository Trust Company (“ DTC ”) through its Deposit/Withdrawal At Custodian (“ DWAC ”) system, on the Closing Date, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the LP Units being purchased by the Investor to the following account designated by the Partnership:

Bank Name:
ABA #
Account Name:
Account Number:

3.4 Delivery of LP Units. In order to effect the settlement of the LP Units purchased by such Investor through the DTC’s DWAC delivery system, no later than [9:00 a.m.] Eastern Time, March 25, 2019 , the Investor shall direct the broker-dealer at which the account or accounts to be credited with the LP Units being purchased by such Investor are maintained, which broker/dealer shall be a DTC participant, to set up a DWAC instructing American Stock Transfer & Trust Company, LLC, the Partnership’s transfer agent (the “ Transfer Agent ”), to credit such account or accounts with the LP Units. Such DWAC instruction shall indicate the settlement date for the deposit of the LP Units, which date shall be the Closing Date. At the Closing, the Partnership shall direct the Transfer Agent to credit the Investor’s account or accounts with the LP Units pursuant to the information contained in the DWAC.

4. Survival of Representations, Warranties and Agreements . Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Partnership and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the LP Units being purchased and the payment therefor.

5. Notices . All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two

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business days after so mailed and (iv) if delivered by facsimile, upon electric confirmation of receipt and will be delivered and addressed as follows:

(a) if to the Partnership , to:

Enviva Partners, LP

c/o Enviva Partners GP, LLC (as General Partner)

7200 Wisconsin Avenue

Suite 1000

Bethesda, MD 20814
Attention: William H. Schmidt, Jr.
Facsimile No.: (240) 482-3774

(b) if to the Investor , at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished to the Partnership in writing.

6. Changes . This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Partnership and the Investor.

7. Headings . The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.

8. Severability . In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

9. Governing Law . This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction. Except as set forth below, no proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the parties hereby consent to the jurisdiction of such courts and personal service with respect thereto. All parties hereby waive all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. All parties agree that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon each party and may be enforced in any other courts in the jurisdiction of which a party is or may be subject, by suit upon such judgment.

10. Counterparts . This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. Delivery of an executed counterpart by facsimile or portable document format (.pdf) shall be effective as delivery of a manually executed counterpart thereof.

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11. Confirmation of Sale . The Investor acknowledges and agrees that such Investor’s receipt of the Partnership’s signed counterpart to this Agreement, together with the Prospectus Supplement (or the filing by the Partnership of an electronic version thereof with the Commission), shall constitute written confirmation of the Partnership’s sale of LP Units to such Investor.

12. Press Release . The Partnership and the Investor agree that, on the second business day immediately after the date hereof, the Partnership shall (i) issue a press release announcing the Offering and disclosing all material information disclosed to the Investors regarding the Offering and the Partnership and (ii) file a Current Report on Form 8-K with the Commission disclosing all required information. From and after the issuance of such press release and the filing of such Current Report on Form 8-K, the Partnership shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Partnership or any person acting on its behalf in connection with the transactions contemplated by this Agreement and any other documents or agreements contemplated hereby. The Partnership shall not identify the name of any Investor or any affiliate of any investment adviser of such Investor in any press release or public filing, or otherwise publicly disclose the name of any Investor or any affiliate of investment adviser of such Investor, without such Investor’s prior written consent, unless required by law or the rules and regulations of a national securities exchange.

13. Fees and Expenses . Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

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EXHIBIT A

ENVIVA PARTNERS, LP

INVESTOR QUESTIONNAIRE

Pursuant to Section 3 of Annex I to the Agreement, please provide us with the following information:

1. The exact name that your LP Units are to be registered in. You may use a nominee name if appropriate:
2. The relationship between the Investor and the registered holder listed in response to item 1 above:
3. The mailing address of the registered holder listed in response to item 1 above:
4. The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:
5. Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the LP Units are maintained):
6. DTC Participant Number:
7. Name of Account at DTC Participant being credited with the LP Units:
8. Account Number at DTC Participant being credited with the LP Units:
9. Existing AST Account Number (if applicable):
10. Email Address:

A- 1

Exhibit 99.1

Enviva Partners, LP Announces Accretive Drop-Down Transactions and Increases Guidance

BETHESDA, MD, March 25, 2019 — Enviva Partners, LP (NYSE: EVA) (“Enviva,” the “Partnership,” “we,” “us,” or “our”) today announced that it had agreed to purchase (the “Hamlet Transaction”) the sponsor’s interest in its first development joint venture, Enviva Wilmington Holdings, LLC (the “First JV”). The First JV owns a wood pellet production plant under construction in Hamlet, North Carolina (the “Hamlet plant”) and a firm, 15-year take-or-pay off-take contract (the “MGT contract”) to supply MGT Power Ltd.’s Tees Renewable Energy Plant with nearly one million metric tons per year (“MTPY”) of wood pellets, following a ramp period. In addition, the Partnership announced that it has agreed to make the second and final payment (the “Second Payment”) for its October 2017 acquisition of the deep-water marine terminal in Wilmington, North Carolina (the “Wilmington terminal”) and to commence the associated terminal services agreement to handle contracted volumes from the Hamlet plant (the “Hamlet Throughput”).

Highlights:

· The Hamlet Transaction is expected to generate net income in the range of $10.4 million to $13.4 million and adjusted EBITDA in the range of $26.0 million to $29.0 million once the Hamlet plant and the MGT contract are fully ramped.

· With the Hamlet Transaction and the Hamlet Throughput, the Partnership expects full-year 2019 net income to be in the range of $25.6 million to $33.6 million, adjusted EBITDA to be in the range of $130.0 million to $138.0 million, and distributable cash flow to be in the range of $92.0 million to $100.0 million, prior to any distributions attributable to incentive distribution rights paid to our general partner.

· The Hamlet Transaction and Hamlet Throughput associated with the Second Payment are expected to be immediately accretive to distributable cash flow per common unit; as a result, the Partnership now expects to distribute at least $2.65 per common unit for full-year 2019 and between $2.87 and $2.97 per common unit for full-year 2020.

· The Partnership has agreed to issue approximately $200.0 million in common units, which, when combined with borrowings under its existing $350.0 million senior secured revolving credit facility, would fully finance the Hamlet Transaction, the Second Payment, and the previously announced production capacity expansions at the Partnership’s Northampton and Southampton production plants.

· The Partnership revised its annual target distribution coverage ratio from 1.15 to 1.20 times, on a forward basis.

“We’re very excited that, with the transactions announced today, we expect to be able to deliver double-digit annual distribution growth, along with higher coverage levels, for the foreseeable future,” said John Keppler, Chairman and Chief Executive Officer of Enviva. “Our sponsor intends to recycle the proceeds it receives from these transactions into the build-out of the Pascagoula cluster, which we believe further enhances the long-term growth profile of the Partnership, as we expect to have the opportunity to acquire these assets.”

Hamlet Transaction

The Partnership expects to complete the Hamlet Transaction for total consideration of $165.0 million on or about April 2, 2019, subject to customary closing conditions (the “Closing”). The Hamlet plant is expected to achieve commercial operations (“COD”) in June 2019 and to reach its nameplate production capacity of approximately 600,000 metric tons per year (“MTPY”) in 2021. The Hamlet Transaction includes the MGT contract, which commences in 2019, ramps to full supply volumes in 2021, and continues through 2034. As previously announced, the Partnership already has contracts with the First JV to supply 470,000 MTPY of the volumes under the MGT contract. The incremental sales volume of approximately 500,000 MTPY would extend the weighted-average remaining term of the Partnership’s off-take contracts to 10.6 years and increase its contracted revenue backlog to $9.1 billion as of February 1, 2019.

The Hamlet Transaction is expected to generate net income for the Partnership in the range of $10.4 million to $13.4 million and adjusted EBITDA in the range of $26.0 million to $29.0 million, after full production capacity is achieved and the MGT contract is fully ramped in 2021. On this basis, the purchase price for the Hamlet Transaction, including the Incremental Hamlet Capital (as defined below), represents an adjusted EBITDA multiple of approximately seven times. Thereafter, the net income and adjusted EBITDA from the Hamlet Transaction are expected to increase, such that, in 2024, the Hamlet Transaction is expected to generate net income for the Partnership in the range of $18.1 million to $22.1 million and adjusted EBITDA in the range of $33.0 million to $37.0 million.

Upon the Closing, the Partnership expects to make an initial payment of $75.0 million to the sponsor consisting of 1,681,238 common units representing limited partner interests in the Partnership (“common units”) at a price of $29.74 per unit (which was the undiscounted 20-day volume-weighted average price as of March 20, 2019), or approximately $50.0 million of common units, and $25.0 million in cash. Upon COD, the Partnership expects to make a second payment in the amount of $50.0 million in cash. The third and final payment of $40 million in cash is expected to be made on January 2, 2020.

As the Partnership expects to complete the Hamlet Transaction before the Hamlet plant achieves COD and the MGT contract reaches full contracted volumes, the sponsor has signed and is expected to deliver at the Closing a make-whole agreement with the Partnership (the “Make-Whole Agreement”) pursuant to which, among other things, the sponsor will (i) guarantee certain cash flows from the Hamlet plant until June 30, 2020 and (ii) reimburse construction cost overruns in excess of budgeted

capital expenditures for the Hamlet plant, subject to certain limited exceptions. In addition, in connection with the Closing, the sponsor has signed and is expected to deliver agreements with (a) the First JV, pursuant to which the sponsor will waive certain management services and other fees that otherwise would be owed by the First JV from the Closing until the later of July 1, 2019 and COD and (b) the Partnership, pursuant to which the sponsor will waive certain management services and other fees that otherwise would be owed by the Partnership from the Closing until June 30, 2020 (collectively, the “MSA Fee Waivers”).

For the Hamlet Transaction, Evercore served as exclusive financial advisor and Baker Botts LLP served as legal counsel to the conflicts committee of the board of directors of the Partnership’s general partner. Vinson & Elkins LLP served as legal counsel to the sponsor.

Wilmington Terminal Second Payment

The Partnership made an initial payment of $56.0 million to the First JV as partial payment of the $130.0 million purchase price for the Wilmington terminal in October 2017 (the “Wilmington Acquisition”).

On April 1, 2019, the Partnership expects to make the second and final payment of $74.0 million in deferred consideration for the Wilmington Acquisition consisting of 1,732,311 common units at an expected price of $28.69 per common unit (which was the 20-day volume-weighted average price as of the closing of the Wilmington Acquisition), or approximately $49.7 million in common units, subject to certain adjustments, and $24.3 million in cash. The First JV will distribute substantially all of the consideration for the Second Payment prior to the Closing.

Upon completion of the Second Payment, the Partnership expects to begin benefiting from incremental adjusted EBITDA from fees associated with Hamlet Throughput.

Financing Activities

In addition to the approximately $100.0 million in common units issued as partial consideration for the Hamlet Transaction and the Second Payment, the Partnership expects to issue an aggregate of 3,508,778 common units to investors in exchange for expected net proceeds of approximately $100.0 million in a registered direct offering (the “Registered Offering”) pursuant to an effective registration statement on file with the U.S. Securities and Exchange Commission at a purchase price of $28.50 per unit, representing a 4.2 percent discount to the 20-day volume-weighted average price as of March 20, 2019.

We expect to use proceeds from the Registered Offering, along with borrowings under the Partnership’s existing $350.0 million senior secured revolving credit facility and the common units expected to be issued as consideration for the Hamlet Transaction and the Second Payment, to finance (i) the $165.0 million purchase price for the Hamlet Transaction, (ii) the $74.0 million in deferred consideration for the Wilmington Acquisition, (iii) the $24.0 million in capital expenditures, net of payments under the Make-Whole Agreement, expected to be required to complete construction of the

Hamlet plant (the “Incremental Hamlet Capital”), and (iv) the approximately $130.0 million expected to be required for the Partnership’s previously announced production capacity expansions at its wood pellet production plants in Northampton, North Carolina and Southampton, Virginia (the “Mid-Atlantic Expansions”).

The Partnership does not expect to issue any additional common units for financing purposes until the next acquisition or investment by the Partnership.

Guidance Update

With the benefit of the Hamlet Transaction and the Hamlet Throughput, the Partnership now expects full-year 2019 net income to be in the range of $25.6 million to $33.6 million and adjusted EBITDA to be in the range of $130.0 million to $138.0 million. The Partnership expects to incur maintenance capital expenditures of $6.8 million and interest expense net of amortization of debt issuance costs and original issue discount of $41.9 million, and to benefit from $10.7 million associated with the MSA Fee Waivers in 2019; as a result, the Partnership expects full-year 2019 distributable cash flow to be in the range of $92.0 million to $100.0 million, prior to any distributions attributable to incentive distribution rights paid to our general partner. Similar to previous years, the Partnership expects adjusted EBITDA and distributable cash flow for the second half of 2019 to be significantly higher than for the first half of the year. For full-year 2019, the Partnership now expects to distribute at least $2.65 per common unit. For full-year 2020, the Partnership expects to distribute between $2.87 and $2.97 per common unit.

The Partnership expects the Hamlet plant to achieve its nameplate production capacity and to benefit from the fully ramped Mid-Atlantic Expansions in 2021. As a result, for full-year 2021, the Partnership expects net income to be in the range of $87.7 million to $117.7 million and adjusted EBITDA to be in the range of $210.0 million to $240.0 million.

The guidance amounts provided above, including the distribution expectations, include the benefit of the Hamlet Transaction, the Hamlet Throughput, and the Mid-Atlantic Expansions, and reflect the associated financing activities described above. In addition, the distributable cash flow guidance provided above for 2019 includes the benefit of the MSA Fee Waivers. The guidance amounts provided above do not include the impact of any additional acquisitions by the Partnership from the sponsor, its joint ventures, or third parties, or any recoveries related to the previously reported fire incident at the Partnership’s marine export terminal in Chesapeake, Virginia (the “Chesapeake Incident”) and Hurricanes Florence and Michael (the “Hurricane Events”). The Partnership’s quarterly income and cash flow are subject to seasonality and the mix of customer shipments made, which vary from period to period. When determining the distribution for a quarter, the Board evaluates the Partnership’s distribution coverage ratio on an annual basis and considers the expected distributable cash flow, net of expected amounts attributable to incentive distribution rights, for the next four quarters. On that basis, the Partnership’s targeted annual distribution coverage ratio for the full years of 2019 and 2020 is at least 1.20 times.

“We were very encouraged by the public equity market’s interest in the offering, which, in combination with our supportive sponsor and undrawn capacity on our revolver, enabled us to conservatively finance, on a roughly 50/50 equity and debt basis, the approximately $400 million we expect will be required for the Mid-Atlantic Expansions, the Hamlet Transaction, and the Second Payment for the Wilmington terminal,” said Shai Even, Chief Financial Officer of Enviva. “With the increased scale and diversification of our business made possible by these investments, we expect to exit 2020 with run-rate adjusted EBITDA well in excess of $200 million annually.”

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Enviva Partners, LP

Enviva Partners, LP (NYSE: EVA) is a publicly traded master limited partnership that aggregates a natural resource, wood fiber, and processes it into a transportable form, wood pellets. The Partnership sells a significant majority of its wood pellets through long-term, take-or-pay agreements with creditworthy customers in the United Kingdom and Europe. The Partnership owns and operates six plants with a combined production capacity of nearly three million metric tons of wood pellets per year in Virginia, North Carolina, Mississippi, and Florida. In addition, the Partnership exports wood pellets through its owned marine terminal assets at the Port of Chesapeake, Virginia and the Port of Wilmington, North Carolina and from third-party marine terminals in Mobile, Alabama and Panama City, Florida.

To learn more about Enviva Partners, LP, please visit our website at www.envivabiomass.com.

Non-GAAP Financial Measures

We use adjusted EBITDA and distributable cash flow to measure our financial performance.

Adjusted EBITDA

We view adjusted EBITDA as an important indicator of our financial performance. We define adjusted EBITDA as net income or loss excluding depreciation and amortization, interest expense, income tax expense, early retirement of debt obligations, 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, and certain items of income or loss that we characterize as unrepresentative of our ongoing operations. 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 and interest expense net of amortization of debt issuance costs, debt premium, original issue discounts, and including the MSA Fee Waivers. 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.

Limitations of Non-GAAP 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.

The following table provides a reconciliation of the estimated range of adjusted EBITDA to the estimated range of net income, in each case for the twelve months ending December 31, 2019 (in millions):

	Twelve Months Ending December 31, 2019
Estimated net income	$	25.6 - 33.6
Add:
Depreciation and amortization	49.1
Interest expense	43.1
Transaction expense	0.1
Non-cash unit compensation expense	9.7
Other non-cash expenses	2.0
Estimated adjusted EBITDA	$	130.0 - 138.0
Plus:
Management services fee waivers	10.7
Less:
Interest expense net of amortization of debt issuance costs, debt premium and original issue discounts	41.9
Maintenance capital expenditures	6.8
Estimated distributable cash flow	$	92.0 - 100.0

	Twelve Months Ending December 31, 2021
Estimated net income	$	87.7 – 117.7
Add:
Depreciation and amortization	61.0
Interest expense	47.8
Non-cash unit compensation expense	10.5
Other non-cash expenses	3.0
Estimated adjusted EBITDA	$	210.0 - 240.0

The following table provides a reconciliation of the estimated adjusted EBITDA to the estimated net income associated with the Hamlet Transaction for the twelve months ending December 31, 2021 (in millions):

	Twelve Months Ending December 31, 2021
Estimated net income	$	10.4 – 11.4
Add:
Depreciation and amortization	9.2
Interest expense	6.4
Estimated adjusted EBITDA	$	26.0 – 27.0

	Twelve Months Ending December 31, 2022
Estimated net income	$	11.4 – 13.4
Add:
Depreciation and amortization	9.2
Interest expense	6.4
Estimated adjusted EBITDA	$	27.0 – 29.0

	Twelve Months Ending December 31, 2024
Estimated net income	$	18.1 – 22.1
Add:
Depreciation and amortization	9.2
Interest expense	5.7
Estimated adjusted EBITDA	$	33.0 – 37.0

Cautionary Note Concerning Forward-Looking Statements

Certain statements and information in this press release, including those concerning our future results of operations, acquisition opportunities, and distributions, may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on the Partnership’s current expectations and beliefs concerning future developments and their potential effect on the Partnership. Although management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. The forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to: (i) 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 plants or deep-water marine terminals; (ii) the prices at which we are able to sell our products; (iii) failure of the Partnership’s customers, vendors, and shipping partners to pay or perform their contractual obligations to the Partnership; (iv) the creditworthiness of our contract counterparties; (v) 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; (vi) changes in the price and availability of natural gas, coal, or other sources of energy; (vii) changes in prevailing economic conditions; (viii) our inability to complete acquisitions, including acquisitions from our sponsor, or to realize the anticipated benefits of such acquisitions; (ix) inclement or hazardous environmental conditions, including extreme precipitation, temperatures and flooding; (x) fires, explosions or other accidents; (xi) 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 generators; (xii) changes in the regulatory treatment of biomass in core and emerging markets; (xiii) our inability to acquire or maintain necessary permits or rights for our production, transportation, or terminaling operations; (xiv) changes in the price and availability of transportation; (xv) 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; (xvi) risks related to our indebtedness; (xvii) our failure to maintain effective quality control systems at our production plants and deep-water marine terminals, which could lead to the rejection of our products by our customers; (xviii) changes in the quality specifications for our products that are required by our customers; (xix) labor disputes; (xx) the effects of the anticipated exit of the United Kingdom from the EU on our and our customers’ businesses; (xxi) our inability to hire, train or retain qualified personnel to manage and operate our business and newly acquired assets; (xxii) our inability to borrow funds and access capital markets; (xxiii) our mis-estimation of the timing and extent of our ability to recover the costs associated with the Chesapeake Event and the Hurricanes through our insurance policies and other contractual rights; (xxiv) risks related to our project-development activities, and (xxv) our inability to complete our construction projects on time and within budget.

For additional information regarding known material factors that could cause the Partnership’s actual results to differ from projected results, please read its filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q most recently filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information or future events or otherwise.

Investor Contact:

Raymond Kaszuba

(240) 482-3856

ir@envivapartners.com