DISTRIBUTION AND CONTRIBUTION AGREEMENTDistribution Agreement • December 13th, 2024 • AIPCF VIII (Cayman), Ltd. • Lumber & wood products (no furniture)
AIPCF VIII Blocker (Cayman) Credit Opportunity LP, a Cayman Islands exempted limited partnership and a limited partner of COH (“COH Blocker”),
JOINT FILING AGREEMENTJoint Filing Agreement • December 13th, 2024 • AIPCF VIII (Cayman), Ltd. • Lumber & wood products (no furniture)
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Enviva Inc., a Delaware corporation and the limited liability company interests of its successor, Enviva, LLC, a Delaware limited liability company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
LIMITED LIABILITY COMPANY AGREEMENT of ENVIVA, LLC dated as of December 6, 2024Limited Liability Company Agreement • December 13th, 2024 • AIPCF VIII (Cayman), Ltd. • Lumber & wood products (no furniture) • Delaware
This Limited Liability Company Agreement (as amended and/or restated from time to time, this “Agreement”) of Enviva, LLC, a Delaware limited liability company (the “Company”) is made and entered into as of December 6, 2024 (“Effective Date”), by and among (i) the Company, (ii) the initial Members receiving Units pursuant to the Plan of Reorganization or pursuant to the Management Incentive Plan as of the Effective Date, (iii) any Person who shall hereafter become a party hereto, and a member of the Company, as set forth herein (each Person in clauses (ii) and (iii), each solely in such Person’s capacity as a member of the Company, a “Direct Owner”, and collectively, the “Direct Owners”), and (iv) any other Person who shall hereafter become or be deemed to become a party hereto as a Beneficial Owner (but not as a Direct Owner) as set forth herein (such Beneficial Owners, together with the Direct Owners, collectively, the “Owners”). If Cede & Co. (as defined below) acquires any LLC Inter
