Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


ENVIVA PARTNERS, LP


 


AND


 


THE PURCHASERS NAMED ON SCHEDULE A
HERETO


  






     


     


    

 


TABLE OF CONTENTS


 




	ARTICLE I DEFINITIONS	1
	 	 
	Section 1.01	Definitions	1
	 	 	 
	Section 1.02	Registrable Securities	3
	 	 	 
	ARTICLE II REGISTRATION RIGHTS	3
	 	 
	Section 2.01	Registration	3
	 	 	 
	Section 2.02	Piggyback Rights	5
	 	 	 
	Section 2.03	Delay Rights	7
	 	 	 
	Section 2.04	Underwritten Offerings	7
	 	 	 
	Section 2.05	Sale Procedures	8
	 	 	 
	Section 2.06	Cooperation by Holders	11
	 	 	 
	Section 2.07	Restrictions on Public Sale by Holders of Registrable Securities	11
	 	 	 
	Section 2.08	Expenses	12
	 	 	 
	Section 2.09	Indemnification	12
	 	 	 
	Section 2.10	Rule 144 Reporting	14
	 	 	 
	Section 2.11	Transfer or Assignment of Registration Rights	15
	 	 	 
	Section 2.12 	Limitation on Subsequent Registration Rights	15
	 	 	 
	ARTICLE III MISCELLANEOUS	15
	 	 
	Section 3.01	 Communications	15
	 	 	 
	Section 3.02	Successor and Assigns	16
	 	 	 
	Section 3.03	Assignment of Rights	16
	 	 	 
	Section 3.04	Recapitalization, Exchanges, Etc. Affecting the Units	16
	 	 	 
	Section 3.05	Aggregation of Registrable Securities	16
	 	 	 
	Section 3.06	Specific Performance	17
	 	 	 
	Section 3.07	 Counterparts	17
	 	 	 
	Section 3.08	Headings	17
	 	 	 
	Section 3.09	Governing Law	17
	 	 	 
	Section 3.10	 Severability of Provisions	17
	 	 	 
	Section 3.11	Entire Agreement	17
	 	 	 
	Section 3.12	Amendment	17
	 	 	 
	Section 3.13	No Presumption	18
	 	 	 
	Section 3.14	Obligations Limited to Parties to Agreement	18
	 	 	 
	Section 3.15	Independent Nature of Purchaser’s Obligations	18
	 	 	 
	Section 3.16	Interpretation	18


 


Schedule A — Purchaser List; Notice
and Contact Information; Opt-Out Election


  



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REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2020, by and among Enviva Partners, LP,
a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this
Agreement (each, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, this Agreement
is made and entered into in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Common
Unit Purchase Agreement, dated as of June 18, 2020, by and among the Partnership and the Purchasers (the “Common Unit
Purchase Agreement”); and


 


WHEREAS, the Partnership
has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant
to the Common Unit Purchase Agreement.


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.01       
Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the
Common Unit Purchase Agreement. The terms set forth below are used herein as so defined:


 


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


 


“Aggregate
Purchase Price” means the product of (i) the Common Unit Price multiplied by (ii) the aggregate number of Purchased Units
purchased by the Purchasers.


 


“Agreement”
has the meaning specified therefor in the introductory paragraph of this Agreement.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common Unit
Price” has the meaning given to such term in the Common Unit Purchase Agreement.


 


“Common Unit
Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement.


 






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“Effectiveness
Period” has the meaning specified therefor in Section 2.01(a) of this Agreement.


 


“General Partner”
means Enviva Partners GP, LLC, a Delaware limited liability company.


 


“Holder”
means the record holder of any Registrable Securities.


 


“Included
Registrable Securities” has the meaning specified therefor in Section 2.02(a) of this Agreement.


 


“Liquidated
Damages” has the meaning specified therefor in Section 2.01(b) of this Agreement.


 


“Liquidated
Damages Multiplier” means, with respect to a particular Purchaser, (i) the product of the Common Unit Price multiplied
by (ii) the number of Purchased Units purchased by such Purchaser that may not be disposed of without restriction and without the
need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities
Act.


 


“Losses”
has the meaning specified therefor in Section 2.09(a) of this Agreement.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager or managers of such Underwritten
Offering.


 


“Non-Party
Holder Initiation” has the meaning specified therefor in Section 2.02(b) of this Agreement.


 


“Opt-Out Notice”
has the meaning specified therefor in Section 2.02(a) of this Agreement.


 


“Parity Securities”
has the meaning specified therefor in Section 2.02(b) of this Agreement.


 


“Partnership”
has the meaning specified therefor in the introductory paragraph of this Agreement.


 


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


 


“Purchased
Units” has the meaning given to such term in the Common Unit Purchase Agreement.


 


“Purchaser”
and “Purchasers” have the meanings specified therefor in the introductory paragraph of this Agreement.


 


“Registrable
Securities” means (i) the Common Units comprising the Purchased Units and (ii) any Common Units issued as
Liquidated Damages pursuant to Section 2.01(b) of this Agreement, in each case, as subject to exchange,
substitution or adjustment pursuant to Section 3.04 of this Agreement, all of which Registrable Securities are
subject to the rights provided herein until such rights terminate pursuant to the provisions hereof.


 






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“Registration
Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement.


 


“Registration
Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement.


 


“Selling Expenses”
has the meaning specified therefor in Section 2.08(b) of this Agreement.


 


“Selling Holder”
means a Holder who is selling Registrable Securities pursuant to a registration statement.


 


“Selling Holder
Indemnified Persons” has the meaning specified therefor in Section 2.09(a) of this Agreement.


 


“Underwritten
Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Units are sold
to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with
one or more investment banks.


 


Section 1.02       
Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a
registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable
Security has been sold or disposed of pursuant to such effective registration statement; (b) when
such Registrable Security has been disposed of (excluding transfers or assignments by a Holder to an Affiliate) pursuant to any
section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) when
such Registrable Security is held by the Partnership or one of its subsidiaries or Affiliates; (d) when
such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities pursuant to Section 2.11 hereof; (e) when
such Registrable Security becomes eligible for resale without restriction and without the need for current public information
pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; or (f)
on August 1, 2021.


 






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ARTICLE II


 


REGISTRATION
RIGHTS


 


Section 2.01       
Registration.


 


(a)               Effectiveness
Deadline. Following the date hereof, but no later than 60 days following the Closing Date, the Partnership shall prepare
and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then
outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) under the Securities Act
with respect to all of the Registrable Securities (the “Registration Statement”). The Registration
Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form or forms of the
Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable
Securities pursuant to Rule 415 (or any similar provision then in effect) under the Securities Act at then-prevailing market
prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective
on or as soon as practicable after the filing thereof. Any Registration Statement shall provide for the resale pursuant to
any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable
Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the
Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the
extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all
Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the
 “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated
therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act
and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such
Registration Statement or documents incorporated therein by reference, in the light of the circumstances under which a
statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any
event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the
effectiveness of the Registration Statement.


 


(b)               Failure
to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within
90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each
such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period,
that shall accrue daily, for the first 30 days following the 90th day, increasing by an additional 0.25% of the Liquidated
Damages Multiplier per 30-day period, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the
Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable
pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such
30-day period. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Liquidated
Damages payable by the Partnership hereunder exceed 5.00% of the Aggregate Purchase Price. Any Liquidated Damages shall be
paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is
unable to pay Liquidated Damages in cash because such payment would result in a breach of or constitute a default under a
credit facility or other debt instrument, then the Partnership shall pay such Liquidated Damages using as much cash as is
permitted without causing a breach of or default under such credit facility or other debt instrument and may pay the balance
of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common
Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement
prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and
(ii) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which
the Common Units are then-listed and traded) to list such additional Common Units. The determination of the number of Common
Units to be issued as Liquidated Damages shall be equal to the quotient of (i) the dollar amount of the balance of such
Liquidated Damages due to each such Holder and (ii) the volume-weighted average closing price of the Common Units on the
NYSE, or any other national securities exchange on which the Common Units are then-traded, for the ten (10) trading days
ending on the first trading day immediately preceding the date on which the Liquidated Damages payment is due, less a
discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of
(i) the Registration Statement becoming effective or (ii) when such Holder no longer holds Registrable Securities, assuming
that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any
period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a
Registration Statement to go effective within 90 days after the Closing Date as a result of an acquisition, merger,
reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated
Damages, and each Holder may individually grant or withhold its consent to such request in its discretion.


 






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(c)              
Termination of Holder’s Rights. A Holder’s rights (and any transferee’s rights pursuant
to Section 2.11 of this Agreement) under this Section 2.01 shall terminate upon the termination of the
Effectiveness Period.


 


Section 2.02       
Piggyback Rights.


 


(a)               Participation.
If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a),
(ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated
by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment
thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common
Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the
engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the
Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten
Offering to each Holder (together with its Affiliates) holding at least $25 million of the then-outstanding Registrable
Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such
Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as
each such Holder may request in writing; provided, however, that if the Partnership has been advised by the
Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an
adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no
Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the
Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be
included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities
to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any
notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01
hereof and receipt of such notice shall be confirmed and kept confidential by the Holder until such proposed Underwritten
Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been
abandoned, which such notice shall be provided promptly by the Partnership to each Holder. Each such Holder shall then have
two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice
has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written
request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to
participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an
Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason
not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such
determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering,
shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated
Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to
delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling
Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s
Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at or
prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out
Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed
Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing.
Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to
deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to
participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). The Holders indicated
on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.


 






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


 






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(c)              
 Termination of Piggyback Registration Rights. Each Holder’s rights under this Section 2.02
shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $25 million of Registrable Securities
(based on the Common Unit Price). Each Holder shall notify the Partnership in writing when such Holder holds less than $25 million
of Registrable Securities (based on the Common Unit Price).


 


Section 2.03       
Delay Rights.


 


Notwithstanding anything
to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are
included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s
use of any prospectus which is a part of the Registration Statement or other registration statement contemplated by this Agreement
(in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement
or such other registration statement but may settle any previously made sales of Registrable Securities) if (i) the Partnership
is pursuing an acquisition, merger, reorganization, disposition, financing or other similar transaction and the Partnership determines
in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected
by any required disclosure of such transaction in the Registration Statement or such other registration statement or (ii) the Partnership
has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership,
would materially adversely affect the Partnership; provided, however, in no event shall the Selling Holders be suspended
from selling Registrable Securities pursuant to the Registration Statement or such other registration statement for a period that
exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered
by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information
or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable
Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, and shall
promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered
sales of Registrable Securities as contemplated in this Agreement.


 


Section 2.04       
Underwritten Offerings.


 


(a)               General
Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to
select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement
in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an
underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are
customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such
Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such
underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents
reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any
or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the
benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the
conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent
to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the
Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its
authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its
behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves
of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the
Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of
pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to
pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or
similar marketing effort in connection with any Underwritten Offering.


 






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(b)              
No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any
 “demand” rights or similar rights that would require the Partnership to effect an Underwritten Offering solely on behalf
of the Holders.


 


Section 2.05       
Sale Procedures. In connection with its obligations under this Article II, the Partnership will,
as expeditiously as possible:


 


(a)              
prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus
and any prospectus supplement used in connection therewith as may be necessary to keep the Registration Statement effective for
the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by the Registration Statement;


 


(b)              
if a prospectus or prospectus supplement will be used in connection with the marketing of an Underwritten Offering
from the Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the sole
judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus or prospectus supplement
is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use
its commercially reasonable efforts to include such information in such prospectus or prospectus supplement;


 


(c)               furnish
to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other
registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of
reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by
reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling
Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is
contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior
to filing the Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such
number of copies of the Registration Statement or such other registration statement and the prospectus and any prospectus
supplement included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order
to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or
other registration statement;


 






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(d)              
if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered
by the Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky
laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall
reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact
business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject;


 


(e)              
promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by
any of them under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated
by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement
thereto, and, with respect to such Registration Statement or any such other registration statement or any post-effective amendment
thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any
filing referred to in clause (e) and any written request by the Commission for amendments or supplements to the Registration Statement
or any such other registration statement or any prospectus or prospectus supplement thereto;


 


(f)               
promptly notify each Selling Holder of (i) the happening of any event as a result of which the prospectus or prospectus
supplement contained in the Registration Statement or any other registration statement contemplated by this Agreement, as then
in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any prospectus or prospectus supplement contained therein,
in the light of the circumstances under which such statement is made); (ii) the issuance or express threat of issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by
this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification
with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue
sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees, subject to Section 2.03
of this Agreement, to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat
thereof or proceedings related thereto;


 


(g)              
upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any
and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body
or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable
Securities;


 






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(h)              
 in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for the Partnership dated
the date of the closing under the underwriting agreement and (ii) a “comfort” letter, dated the pricing date of such
Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed
by the independent public accountants who have certified the Partnership’s financial statements included or incorporated
by reference into the applicable registration statement, and each of the opinion and the “comfort” letter shall be
in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and
any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such
underwriters and Selling Holders may reasonably request;


 


(i)                
otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission,
and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;


 


(j)                
make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such
information and Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense
under the Securities Act; provided, that the Partnership need not disclose any non-public information to any such representative
unless and until such representative has entered into a confidentiality agreement with the Partnership;


 


(k)              
cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange
or nationally recognized quotation system on which similar securities issued by the Partnership are then listed;


 


(l)                
use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by
such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership
to enable the Selling Holders to consummate the disposition of such Registrable Securities;


 


(m)            
provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not
later than the effective date of such registration statement;


 


(n)              
enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or
the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and


 


(o)               if
requested by a Selling Holder, (i) incorporate in a prospectus or prospectus supplement or post-effective amendment to the
Registration Statement or any other registration statement contemplated by this Agreement such information as such Selling
Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including
information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all
required filings of such prospectus or prospectus supplement or post-effective amendment after being notified of the matters
to be incorporated in such prospectus or prospectus supplement or post-effective amendment.


 






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The Partnership shall
not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any registration statement without
such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter as defined
in Section 2(a)(11) of the Securities Act, or the Partnership deems it advisable, on the advice of counsel, to so name any Holder,
and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Registration
Statement (or any other registration statement contemplated by this Agreement), such Holder shall no longer be entitled to receive
Liquidated Damages under this Agreement with respect thereto, the Partnership shall have no further obligations hereunder with
respect to Registrable Securities held by such Holder and such Holder shall be deemed to have terminated this Agreement with respect
to such Holder.


 


Each Selling Holder,
upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection (f) of this Section 2.05,
shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until
such Selling Holder’s receipt of the copies of the supplemented or amended prospectus or prospectus supplement contemplated
by subsection (f) of this Section 2.05 or until it is advised in writing by the Partnership that the use of the prospectus
or prospectus supplement may be resumed and has received copies of any additional or supplemental filings incorporated by reference
in the prospectus or prospectus supplement, and, if so directed by the Partnership, such Selling Holder will, or will request the
Managing Underwriter(s), if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession
or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus or prospectus supplement
covering such Registrable Securities current at the time of receipt of such notice.


 


Section 2.06       
Cooperation by Holders. The Partnership shall have no obligation to include in the Registration Statement,
or in an Underwritten Offering pursuant to Section 2.02(a), Registrable Securities of a Holder who has failed to timely
furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order
for the registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.


 


Section 2.07        Restrictions
on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the
underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such
Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning
on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any
Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of
the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other
Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07
shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition,
this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten
Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or
because such Holder holds less than $25 million of Registrable Securities (based on the Common Unit Price).


 






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Section 2.08       
Expenses.


 


(a)              
Expenses. The Partnership will pay all reasonable Registration Expenses as determined in good faith, including,
in the case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder
shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder.
In addition, except as otherwise provided in Section 2.09 hereof, the Partnership shall not be responsible for professional
fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.


 


(b)              
Certain Definitions. “Registration Expenses” means all expenses incident to the Partnership’s
performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement
pursuant to Section 2.01(a) or an Underwritten Offering covered under this Agreement, and the disposition of such Registrable
Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration,
filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry
Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer
taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses
of any special audits or “comfort” letters required by or incident to such performance and compliance. “Selling
Expenses” means all underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to
the sale of the Registrable Securities.


 


Section 2.09       
Indemnification.


 


(a)               By
the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this
Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers,
employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and
the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified
Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees
and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person
may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact (in the case of any prospectus or prospectus supplement, in the light of the
circumstances under which such statement is made) contained in the Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or
final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a prospectus or prospectus supplement, in the light of the circumstances under
which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however,
that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information
furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such
other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement,
free writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or supplement
thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such
Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.


 






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(b)              
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless
the Partnership, the General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership
within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same
extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such
Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement
or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement,
free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof;
provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount
of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving
rise to such indemnification.


 


(c)               Notice.
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it may
have to any indemnified party other than under this Section 2.09. In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 2.09 for any legal expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however,
that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party
and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified
party that are different from or additional to those available to the indemnifying party, or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified
party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the
defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related
to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this
Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such
indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the
settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all
liability of, the indemnified party.


 






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(d)              
Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government
agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect
of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or
omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however,
that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds
(net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification.
The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that
it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount
paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include
any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss
that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.


 


(e)              
Other Indemnification. The provisions of this Section 2.09 shall be in addition to any other rights
to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.


 


Section 2.10       
Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to:


 


(a)              
use its commercially reasonable efforts to make and keep public information regarding the Partnership available,
as those terms are understood and defined in Rule 144 (or any similar provision then in effect) under the Securities Act, at all
times from and after the date hereof;


 






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(b)              
 use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents
required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and


 


(c)              
so long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request,
a written statement of the Partnership that it has complied with the reporting requirements of Rule 144(c) (or any similar provision
then in effect) under the Securities Act, and (ii) unless otherwise available via EDGAR, to such Holder forthwith upon request
a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such
Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such
securities without registration.


 


Solely for purposes
of this Section 2.10, the term “Registrable Securities” shall be read without regard to the limitation
set forth in Section 1.02(e).


 


Section 2.11       
Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable
Securities granted to the Purchasers by the Partnership under this Article II may be transferred or assigned by any
Purchaser to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the
transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Purchaser,
the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $25 million
of Registrable Securities (based on the Common Unit Price), (b) the Partnership is given written notice prior to any said transfer
or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned, (c) each such transferee or assignee assumes in writing responsibility
for its portion of the obligations of such Purchaser under this Agreement and (d) the transferor or assignor is not relieved of
any obligations or liabilities hereunder arising out of events occurring prior to such transfer.


 


Section 2.12       
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without
the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current
or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership
to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly
subordinate to the rights of, the Holders of Registrable Securities hereunder.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.01       
Communications. All notices and other communications provided for or permitted hereunder shall be made in
writing by facsimile, electronic mail, courier service or personal delivery:


 


(a)              
if to a Purchaser, to the respective address listed on Schedule A hereof;


  



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(b)              
 if to a transferee of a Purchaser, to such Holder at the address provided pursuant to Section 2.11 above;
and


 


(c)              
if to the Partnership:


 


Enviva Partners, LP

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


7200 Wisconsin Avenue,
Suite 1000


Bethesda, MD 20814


Attention: General Counsel


Facsimile: (240) 482-3774


Email: William.Schmidt@envivabiomass.com


 


with a copy to:


 


Vinson & Elkins L.L.P.

1001 Fannin Street

Suite 2500

Houston, Texas 77002

Attention: E. Ramey Layne


                 Christian
E. Mathiesen

Facsimile: (713) 751-5396


                  (917) 849-5338


 


All such notices and
communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged,
if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other
means.


 


Section 3.02       
Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.


 


Section 3.03       
Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement
may be transferred or assigned by such Purchaser only in accordance with Section 2.11 hereof.


 


Section 3.04       
Recapitalization, Exchanges, Etc. Affecting the Common Units. The provisions of this Agreement shall apply
to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership
(whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution
of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata
distributions of units and the like occurring after the date of this Agreement.


 


Section 3.05        Aggregation
of Registrable Securities . All Registrable Securities held or acquired by Persons who are Affiliates of one another
shall be aggregated together for the purpose of determining the availability of any rights and applicability of any
obligations under this Agreement.


 






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Section 3.06       
Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult,
if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other
remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction,
enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives
any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or
other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies
at law or in equity that such Person may have.


 


Section 3.07       
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same Agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


Section 3.08       
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.


 


Section 3.09       
Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE
OF NEW YORK.


 


Section 3.10       
Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.


 


Section 3.11       
Entire Agreement. This Agreement, the Common Unit Purchase Agreement and the other agreements and documents
referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties, representations or undertakings, other than those set forth or referred to herein with respect
to the rights granted by the Partnership set forth herein. This Agreement and the Common Unit Purchase Agreement supersede all
prior agreements and understandings between the parties with respect to such subject matter.


 


Section 3.12       
Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and
the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment
shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.


 






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Section 3.13       
No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement,
no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or
at the request of a particular party or its counsel.


 


Section 3.14       
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges
that no Person other than the Purchasers (and their permitted transferees and assignees) and the Partnership shall have any obligation
hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company,
no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had
against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder
or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner,
manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal
or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability
whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or
future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the
foregoing, as such, for any obligations of the Purchasers under this Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each
case for any transferee or assignee of a Purchaser hereunder.


 


Section 3.15       
Independent Nature of Purchaser’s Obligations. The obligations of each Purchaser (and their permitted
transferees and assignees) under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser
shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained
herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall
be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement,
and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.


 


Section 3.16       
Interpretation. Article and Section references to this Agreement, unless otherwise specified. All references
to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as
the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including”
shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by
a Holder under this Agreement, such action shall be in such Holder’s sole discretion unless otherwise specified.


 


[Signature page to follow.]


 






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IN WITNESS WHEREOF,
the parties hereto execute this Agreement, effective as of the date first above written.


 


	 	ENVIVA PARTNERS, LP




 


		By:	ENVIVA PARTNERS GP, LLC
	 	 	as its sole general partner
	 	 	 
	 	By:	/s/ Shai Even
	 	Name:	Shai Even
		Title:	Executive Vice President and Chief Financial Officer



  


Signature
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Registration
Rights Agreement


 



    


     


    




  


	 	Ardsley Partners Renewable Energy Fund, L.P.
	 	 	 
	 	By:	/s/ Steve Napoli
	 	Name:	Steve Napoli
	 	Title:	Partner/CFO




  


Signature
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Rights Agreement


 



    


     


    




 


	 	ANNA-MARIA AND STEPHEN KELLEN FOUNDATION, INC.
	 	 	 
	 	By:	/s/ Michael M. Kellen
	 	Name:	Michael M. Kellen
	 	Title:	President




  


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Rights Agreement


 



    


     


    




 


	 	ESTATE OF DONALD DRAPKIN
	 	  	 
	 	By:	/s/ Matthew Drapkin
	 	Name:	Matthew Drapkin
	 	Title:	Executor




 


Signature
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Rights Agreement


 



    


     


    




 


	 	NRC PARTNERS I, LP
	 	 	 
	 	By: Northern Right Capital Management, LP, its general partner
	 	 	 
	 	By:	BC Advisors, LLC, its general partner
	 	 	 
	 	By:	/s/ Matthew Drapkin
	 	Name:	Matthew Drapkin
	 	Title:	Managing Member




  


Signature
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Rights Agreement


 



    


     


    




 


	 	NORTHERN RIGHT CAPITAL
	 	MANAGEMENT, LP
	 	 	 
	 	By:	BC Advisors, LLC, its general partner
	 	 	 
	 	By:	/s/ Matthew Drapkin
	 	Name:	Matthew Drapkin
	 	Title:	Managing Member




  


Signature
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Rights Agreement


 



    


     


    




 


	 	Atlas Point Energy Infrastructure Fund, LLC
	 	  	 
	 	By:	/s/ Chris Linder
	 	Name:	Chris Linder
	 	Title:	Managing Director




 


Signature
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Rights Agreement


 



    


     


    




 


	 	Kenneth Harold Foreman
	 	  	 
	 	By:	/s/ Kenneth Harold Foreman
	 	Name:	Kenneth Harold Foreman
	 	Title:	Private Investor




 


Signature
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Rights Agreement


 



    


     


    




 


	 	TORTOISE DIRECT OPPORTUNITIES FUND II, LP
	 	 	 
	 	By: TORTOISE DIRECT OPPORTUNITIES GP II LLC, its General Partner
	 	  	 
	 	By:	/s/ James Mick
	 	 	Name:	James Mick
	 	 	Title:	Officer



 


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Rights Agreement


 






    


     


    

 


	 	TORTOISE ESSENTIAL ASSETS INCOME TERM FUND
	 	 	 
	 	By: Tortoise Capital Advisors, L.L.C. as Investment Advisor
	 	 	 
	 	By:	 /s/ Stephen Pang
	 	 	Name:	Stephen Pang
	 	 	Title:	Managing Director




 


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Rights Agreement


 






    


     


    

 



 


	 	PRINCIPAL DIVERSIFIED SELECT REAL ASSET FUND
	 	 
	 	By: TORTOISE CAPITAL ADVISORS, L.L.C.
	 	as its Investment Adviser
	 	 
	 	By:	/s/ Stephen Pang
	 	 	Name:  	Stephen Pang
	 	 	Title:	Managing Director




 


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Rights Agreement



 



     


     


    

 


	 	TEXAS MUTUAL INSURANCE COMPANY
	 	 
	 	By: TORTOISE CAPITAL ADVISORS, L.L.C.
	 	as its Investment Adviser
	 	 
	 	By:	/s/ Stephen Pang
	 	 	Name:	Stephen Pang
	 	 	Title:	Managing Director




 


Signature
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Rights Agreement



 



     


     


    

 


	 	ValueAct
    Spring Master Fund, L.P.
	 	 
	 	By:	/s/
    Chris Allen
	 	Name:	Chris
    Allen
	 	Title:	CFO




 


Signature
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Rights Agreement



 



     


     


    

 


	 	Weintraub
    Capital Management, L.P.
	 	 
	 	By:	/s/
    Jerald M. Weintraub
	 	Name:	Jerald
    M. Weintraub
	 	Title:	President




 


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Rights Agreement



 






     


     


    

 


	 	Weintraub Capital Management Profit Sharing 

Plan FBO Nancy DeSchane
	 	 
	 	By:	/s/ Jerald M. Weintraub
	 	Name:	Jerald M. Weintraub
	 	Title:	President




 


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Rights Agreement



 






     


     


    

 


	 	Weintraub Capital Management Profit Sharing 

Plan FBO Jerald Weintraub
	 	 
	 	By:	/s/ Jerald M. Weintraub
	 	Name:	Jerald M. Weintraub
	 	Title:	President




 


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Rights Agreement



 






     


     


    

 


	 	Ben Victor Weintraub 2012 Irrevocable Trust 

DTD 12/19/12
	 	 
	 	By:	/s/ Jerald M. Weintraub
	 	Name:	Jerald M. Weintraub
	 	Title:	President




 


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Rights Agreement



 






     


     


    

 


	 	Max Jacob Weintraub 2012 Irrevocable Trust 

DTD 12/19/12
	 	 
	 	By:	/s/ Jerald M. Weintraub
	 	Name:	Jerald M. Weintraub
	 	Title:	President




 


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Rights Agreement



 






     


     


    

 


	 	Jerald and Melody Howe Weintraub 2012 

Irrevocable Trust DTD 12/19/12
	 	 
	 	By:	/s/ Jerald M. Weintraub
	 	Name:	Jerald M. Weintraub
	 	Title:	President




 


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Rights Agreement



 






     


     


    

 


	 	ILEX PARTNERS, LLC
	 	 
	 	By:	/s/ Michael Scoli
	 	Name:	Michael Scoli
	 	Title:	Chief Financial Officer



 


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Rights Agreement



 






     


     


    

 


	 	Western Standard Partners QP, L.P.
	 	 
	 	By:	/s/ Eric Andersen
	 	Name:	Eric Andersen
	 	Title:	Managing Member




 


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	 	Western Standard Partners, L.P.
	 	 
	 	By:	/s/ Eric Andersen
	 	Name:	Eric Andersen
	 	Title:	Managing Member




 


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Rights Agreement



 






     


     


    

 


	 	Kenneth H. Foreman Support Trust for Peter

 and Jeffrey dtd 5/15/79
	 	 
	 	By:	/s/ Peter B. Foreman
	 	Name:	Peter B. Foreman
	 	Title:	Trustee




 


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Rights Agreement



 



     


     


    

 


	 	Kenneth H. Foreman Support Trust for Peter 

and Christopher dtd 5/15/791
	 	 
	 	By:	/s/ Peter B. Foreman
	 	Name:	Peter B. Foreman
	 	Title:	Trustee




 


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Rights Agreement



 






     


     


    

 


	 	Kenneth H. Foreman Gift Trust for Peter and 

Jeffrey dtd 5/15/79
	 	 
	 	By:	/s/ Peter B. Foreman
	 	Name:	Peter B. Foreman
	 	Title:	Trustee




 


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Rights Agreement



 



     


     


    

 


	 	HITE Hedge LP
	 	HITE Energy LP
	 	HITE MLP LP
	 	HITE Hedge QP LP
	 	 
	 	By:	/s/ Robert Matthew Niblack
	 	Name:	Robert Matthew Niblack
	 	Title:	Portfolio Manager




 


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Rights Agreement



 



     


     


    

 


	 	Kenneth H. Foreman Gift Trust for Peter and 

Christopher dtd 5/15/79
	 	 
	 	By:	/s/ Peter B. Foreman
	 	Name:	Peter B. Foreman
	 	Title:	Trustee




 


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	 	Procyon Partners, LP
	 	 
	 	By:	/s/ Bradford L. Beatty
	 	Name:	Bradford L. Beatty
	 	Title:	Portfolio Manager




 


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Rights Agreement



 



     


     


    

 


	 	FORGE FIRST CONSERVATIVE ALTERNATIVE FUND
	 	 
	 	By:	/s/ Keenan Murray
	 	Name:	Keenan Murray
	 	Title:	Portfolio Manager




 


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Rights Agreement



 



     


     


    

 


	 	FORGE FIRST LONG SHORT ALTERNATIVE FUND
	 	 
	 	By:	/s/ Keenan Murray
	 	Name:	Keenan Murray
	 	Title:	Portfolio Manager




 


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	 	FORGE FIRST LONG SHORT LP
	 	 
	 	By:	/s/ Keenan Murray
	 	Name:	Keenan Murray
	 	Title:	Portfolio Manager




 


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Rights Agreement



 



     


     


    

 


	 	FORGE FIRST MULTI STRATEGY LP
	 	 
	 	By:	/s/ Keenan Murray
	 	Name:	Keenan Murray
	 	Title:	Portfolio Manager




 


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Rights Agreement



 



     


     


    

 



  


	 	Kayne Anderson MLP/Midstream Investment Company
	 	 	 
	 	By: KA Fund Advisors, LLC as Investment Manager
	 	 	 
	 	By:	/s/ James Baker
	 	 	Name:      	James Baker
	 	 	Title:	Managing Director




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson Midstream/Energy Fund, Inc.
	 	 	 
	 	By: KA Fund Advisors, LLC as Investment Manager
	 	 	 
	 	By:	 /s/ James Baker
	 	 	Name:      	James Baker
	 	 	Title:	Managing Director




 


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	 	Citigroup Pension Plan
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. as Investment Manager
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:      	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	General Retirement System Of The City Of Detroit
	 	 
	 	By:	Kayne Anderson Capital Advisors, L.P. as Investment Manager
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:      	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 






    


     


    

 


	 	Sirius Fund
	 	 	 
	 	By:	/s/ Peter B. Foreman
	 	Name:	Peter B. Foreman
	 	Title:	President



 


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Rights Agreement



 






    


     


    

 


	 	The J. Paul Getty Trust
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. as Investment Manager
	 	  	 
	 	By:	/s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson Capital Income Partners (QP), L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson Income Partners, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson Midstream Institutional Fund, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson MLP Fund, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson Real Assets Fund, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Anderson Renewable Infrastructure Partners, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer



 


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Rights Agreement



 






    


     


    

 


	 	Kayne Equity Yield Strategies, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Renewable Infrastructure Fund, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer



 


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	 	San Bernardino County Employees’ Retirement Association
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. as Investment Manager
	 	 	 
	 	By:	 /s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer




 


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Rights Agreement



 



    


     


    




 


	 	Kayne Global Infrastructure Fund, L.P.
	 	 	 
	 	By: Kayne Anderson Capital Advisors, L.P. its General Partner
	 	 	 
	 	By:	/s/ Michael O’Neil
	 	 	Name:	Michael O’Neil
	 	 	Title:	Chief Compliance Officer



 


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Rights Agreement



 






    


     


    

 


	 	CHRISTOPHER FOREMAN LIVING TRUST
	 	 	 
	 	By:	/s/ Christopher Foreman
	 	Name:	CHRISTOPHER FOREMAN
	 	Title:	TRUSTEE




 


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Rights Agreement



 



    


     


    




 


	 	CHRISTOPHER FOREMAN FAMILY TRUST
	 	 	 
	 	By:	/s/ Laura McCain-Foreman
	 	Name:	LAURA MCCAIN-FOREMAN
	 	Title:	TRUSTEE



 


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Rights Agreement



 









    


     


    

 


	 	LUXOR CAPITAL GROUP, LP,
	 	 
	 	Investment Manager of Purchasers listed in Sand Sphinx E, Inc., Sand Sphinx C, Inc., Sand Sphinx A, LLC, and Luxor Capital Partners, LP
	 	 	 
	 	By:	/s/ Norris Nissim
	 	Name:	Norris Nissim
	 	Title:	General Counsel




 


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Rights Agreement



 



    


     


    




 


	 	President and Chief Financial Officer
	 	 	 
	 	Richard L. Haydon
	 	 	 
	 	By:	/s/ Richard L. Haydon
	 	Name:	Richard L. Haydon
	 	Title:	Partner



 


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Rights Agreement



 






    


     


    

 


	 	Ronald W. Foreman Living Trust
	 	 	 
	 	By:	Ronald W. Foreman
	 	 	 
	 	By:	/s/ Ronald W. Foreman
	 	Name:	Ronald W. Foreman
	 	Title:	Trustee




 


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Rights Agreement