Common use of Registration Statement; Prospectus Clause in Contracts

Registration Statement; Prospectus. No stop order suspending the effectiveness of the Registration Statement has been issued and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or will conform in all material respects to the requirements of the Securities Act, and the rules and regulations of the Commission thereunder and, as of its most recent effective date, does not 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, and the Prospectus, as of its date and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 3.03 shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by each Sales Agent expressly for use in the Prospectus.

Registration Statement; Prospectus. No stop order suspending On each Effective Date, at the effectiveness Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Registration Statement has been issued and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or complied and will conform comply in all material respects to with the applicable requirements of the Securities Act, Act and the rules Exchange Act and regulations of the Commission thereunder and, as of its most recent effective date, does did not and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, ; and the Prospectus, as of its date and as of on the date of any other amendment filing pursuant to Rule 424(b), at the Execution Time, at each Applicable Time, on each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Prospectus (together with any supplement thereto, conforms or ) complied and will conform comply in all material respects to with the applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does did not and will not contain an include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership makes no representations and or warranties as to the information contained in this Section 3.03 shall not apply to or omitted from the Registration Statement or the Prospectus (or any statements or omissions made supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company Partnership by each Sales Agent expressly the Managers specifically for use inclusion in the ProspectusRegistration Statement or the Prospectus (or any supplement thereto).

Registration Statement; Prospectus. No stop order suspending The Registration Statement conforms, and the effectiveness of Prospectus and any further amendments or supplements to the Registration Statement has been issued andand the Prospectus will conform, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or will conform in all material respects to the requirements of the Securities Act, Act and the rules and regulations of the Commission thereunder andand do not and will not, as of its most recent the applicable effective datedate as to the Registration Statement and as of the applicable filing date and any Time of Delivery as to the Prospectus and any amendment or supplement thereto, does not 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, and the Prospectus, as of its date and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations this representation and warranties in this Section 3.03 warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by each Sales Agent an Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section (b) hereof; Each Pricing Prospectus delivered to the Prospectus.Underwriters for use in connection with this offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“▇▇▇▇▇”), except to the extent permitted by Regulation S-T;

Registration Statement; Prospectus. No stop order suspending The Registration Statement conforms, and the effectiveness of Prospectus and any further amendments or supplements to the Registration Statement has been issued andand the Prospectus will conform, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or will conform in all material respects to the requirements of the Securities Act, Act and the rules and regulations of the Commission thereunder andand do not and will not, as of its most recent the applicable effective datedate as to each part of the Registration Statement and as of the applicable filing date and any Time of Delivery as to the Prospectus and any amendment or supplement thereto, does not 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, and the Prospectus, as of its date and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations this representation and warranties in this Section 3.03 warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by each Sales Agent an Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof;. Each Pricing Prospectus delivered to the Prospectus.Underwriters for use in connection with this offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“▇▇▇▇▇”), except to the extent permitted by Regulation S-T;

Registration Statement; Prospectus. No stop order suspending The Registration Statement conforms, and the effectiveness of Prospectus and any further amendments or supplements to the Registration Statement has been issued andand the Prospectus will conform, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or will conform in all material respects to the requirements of the Securities Act, Act and the rules and regulations of the Commission thereunder andand do not and will not, as of its most recent the applicable effective datedate as to each part of the Registration Statement and as of the applicable filing date and any Time of Delivery as to the Prospectus and any amendment or supplement thereto, does not 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, and the Prospectus, as of its date and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations this representation and warranties in this Section 3.03 warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by each Sales Agent an Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof; Each Pricing Prospectus delivered to the Prospectus.Underwriters for use in connection with this offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“▇▇▇▇▇”), except to the extent permitted by Regulation S-T.

Registration Statement; Prospectus. No stop order suspending The Registration Statement conforms, and the effectiveness of Prospectus and any further amendments or supplements to the Registration Statement has been issued andand the Prospectus will conform, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or will conform in all material respects to the requirements of the Securities Act, Act and the rules and regulations of the Commission thereunder andand do not and will not, as of its most recent the applicable effective datedate as to the Registration Statement and as of the applicable filing date and any Time of Delivery as to the Prospectus and any amendment or supplement thereto, does not 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, and the Prospectus, as of its date and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations this representation and warranties in this Section 3.03 warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by each Sales Agent an Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) hereof; each Pricing Prospectus delivered to the Prospectus.Underwriters for use in connection with this offering contemplated herein and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“▇▇▇▇▇”), except to the extent permitted by Regulation S-T;

Registration Statement; Prospectus. No stop order suspending The Company and the effectiveness of transactions contemplated by this Agreement meet the requirements and conditions for using a registration statement on Form S-3 under the Securities Act, set forth in the General Instructions to Form S-3; the Registration Statement has been issued andcomplies, to and the knowledge of the CompanyProspectus and any further amendments or supplements thereto will comply, no proceeding for that purpose when they have become effective or pursuant to Section 8A under the Securities Act has been initiated or threatened by are filed with the Commission. The Registration Statement, as of its most recent effective datethe case may be, conformed or will conform in all material respects to with the requirements of the Securities ActAct and, in each case, present, or will present, fairly the information required to be shown. The Registration Statement did not, and the rules and regulations any amendment thereto will not, in each case as of the Commission thereunder and, as of its most recent applicable effective date, does not and will not contain an any 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, ; and the Prospectus, as of its date and as of the date of Prospectus or any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and will not, as of each Applicable Timethe applicable filing date and at the First Closing Date and on the Second Closing Date, does not and will not contain an any 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 3.03 shall not apply Company makes no warranty or representation with respect to any statements statement contained in the Registration Statement or omissions made the Prospectus in reliance upon and in conformity with the information concerning the Underwriters and furnished in writing by the Underwriters to the Company by each Sales Agent expressly for use in the Registration Statement or the Prospectus.

Registration Statement; Prospectus. No stop order suspending On each Effective Date, at the effectiveness Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Registration Statement has been issued and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or complied and will conform comply in all material respects to with the applicable requirements of the Securities Act, Act and the rules Exchange Act and regulations of the Commission thereunder and, as of its most recent effective date, does did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, ; and the Prospectus, as of its date and as of on the date of any other amendment filing pursuant to Rule 424(b), at the Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Prospectus (together with any supplement thereto, conforms or ) complied and will conform comply in all material respects to with the applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does did not and will not contain an include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Enviva Entities make no representations and or warranties as to the information contained in this Section 3.03 shall not apply to or omitted from the Registration Statement or the Prospectus (or any statements or omissions made supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company Partnership by each Sales Agent expressly the Managers specifically for use inclusion in the ProspectusRegistration Statement or the Prospectus (or any supplement thereto).

Registration Statement; Prospectus. No stop order suspending On each Effective Date, at the effectiveness Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Registration Statement has been issued and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A under the Securities Act has been initiated or threatened by the Commission. The Registration Statement, as of its most recent effective date, conformed or complied and will conform comply in all material respects to with the applicable requirements of the Securities Act, Act and the rules Exchange Act and regulations of the Commission thereunder and, as of its most recent effective date, does did not and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading, ; and the Prospectus, as of its date and as of on the date of any other amendment filing pursuant to Rule 424(b), at the Execution Time, at each Applicable Time, on each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Prospectus (together with any supplement thereto, conforms or ) complied and will conform comply in all material respects to with the applicable requirements of the Securities Act and the rules Exchange Act and regulations of the Commission thereunder, and as of the date of any other amendment or supplement thereto and as of each Applicable Time, does did not and will not contain an include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership makes no representations and or warranties as to the information contained in this Section 3.03 shall not apply to or omitted from the Registration Statement or the Prospectus (or any statements or omissions made supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company Partnership by each Sales Agent expressly the Manager specifically for use inclusion in the ProspectusRegistration Statement or the Prospectus (or any supplement thereto).