Common use of Registration Statement; Prospectus Clause in Contracts

Registration Statement; Prospectus. On each Effective Date, 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 Registration Statement complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any 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) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not 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 or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by the Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

Registration Statement; Prospectus. On each Effective DateThe Registration Statement conforms, at and the Execution Time, at each Applicable Time, at each Settlement Date Prospectus and at all times during which a prospectus is required by the Act any further amendments or supplements 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 complied and the Prospectus will comply conform, in all material respects with to the applicable requirements of the Act and the Exchange Act rules and did regulations of the Commission thereunder and do not and will not contain not, as of the applicable effective date as to the Registration Statement and as of the applicable filing date and any untrue statement Time of a material fact or omit Delivery as to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any 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 and any amendment or supplement thereto) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not include any , contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, however, that the Partnership makes no representations this representation and warranty shall not apply to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information furnished in writing to the Partnership Company by an Underwriter through the Managers specifically Representatives expressly for inclusion 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 Registration Statement or 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 supplement theretosuccessor system (“XXXXX”)., except to the extent permitted by Regulation S-T;

Registration Statement; Prospectus. On each Effective DateThe Registration Statement conforms, at and the Execution Time, at each Applicable Time, at each Settlement Date Prospectus and at all times during which a prospectus is required by the Act any further amendments or supplements 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 complied and the Prospectus will comply conform, in all material respects with to the applicable requirements of the Act and the Exchange Act rules and did regulations of the Commission thereunder and do not and will not contain not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date and any untrue statement Time of a material fact or omit Delivery as to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any 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 and any amendment or supplement thereto) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not include any , contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, however, that the Partnership makes no representations this representation and warranty shall not apply to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information furnished in writing to the Partnership Company by an Underwriter through the Managers specifically Representatives expressly for inclusion 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 Registration Statement or 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 supplement theretosuccessor system (“XXXXX”)., except to the extent permitted by Regulation S-T.

Registration Statement; Prospectus. On each Effective DateThe Registration Statement conforms, at and the Execution Time, at each Applicable Time, at each Settlement Date Prospectus and at all times during which a prospectus is required by the Act any further amendments or supplements 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 complied and the Prospectus will comply conform, in all material respects with to the applicable requirements of the Act and the Exchange Act rules and did regulations of the Commission thereunder and do not and will not contain not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date and any untrue statement Time of a material fact or omit Delivery as to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any 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 and any amendment or supplement thereto) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not include any , contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, however, that the Partnership makes no representations this representation and warranty shall not apply to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information furnished in writing to the Partnership Company by an Underwriter through the Managers specifically Representatives expressly for inclusion 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 Registration Statement or 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 supplement theretosuccessor system (“XXXXX”)., except to the extent permitted by Regulation S-T;

Registration Statement; Prospectus. On each Effective DateThe Company and the transactions contemplated by this Agreement meet the requirements and conditions for using a registration statement on Form S-3 under the Securities Act, at set forth in the Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act General Instructions 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, Form S-3; the Registration Statement complied complies, and the Prospectus and any further amendments or supplements thereto will comply comply, when they have become effective or are filed with the Commission, as the case may be, in all material respects with the applicable requirements of the Securities Act and and, in each case, present, or will present, fairly the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact information required to be stated therein or necessary shown. The Registration Statement did not, and any amendment thereto will not, in order to make the statements therein not misleading; and on the date each case as of any 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) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not include effective date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus or any amendment or supplement thereto will not, as of the applicable filing date and at the First Closing Date and on the Second Closing Date, contain 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 Partnership Company makes no representations warranty or warranties as representation with respect to the information any statement contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with the information concerning the Underwriters and furnished in writing by the Underwriters to the Partnership by the Managers specifically Company expressly for inclusion use in the Registration Statement or the Prospectus (or any supplement thereto)Prospectus.

Registration Statement; Prospectus. On each Effective DateThe Registration Statement conforms, at and the Execution Time, at each Applicable Time, at each Settlement Date Prospectus and at all times during which a prospectus is required by the Act any further amendments or supplements 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 complied and the Prospectus will comply conform, in all material respects with to the applicable requirements of the Act and the Exchange Act rules and did regulations of the Commission thereunder and do not and will not contain not, as of the applicable effective date as to the Registration Statement and as of the applicable filing date and any untrue statement Time of a material fact or omit Delivery as to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any 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 and any amendment or supplement thereto) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not include any , contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, however, that the Partnership makes no representations this representation and warranty shall not apply to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information furnished in writing to the Partnership Company by an Underwriter through the Managers specifically Representatives expressly for inclusion 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 Registration Statement or 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 supplement theretosuccessor system (“XXXXX”)., except to the extent permitted by Regulation S-T;

Registration Statement; Prospectus. On each Effective Date, 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 physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, the Registration Statement complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any 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 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) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not 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 or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by the Managers Manager specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

Registration Statement; Prospectus. On each Effective Date, 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 Registration Statement complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), at the Execution Time, at each Applicable Time, on 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) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did not and will not 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 Enviva Entities make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by the Managers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto).

Registration Statement; Prospectus. On each Effective DateThe Company meets the requirements for the use of Form S-3 under the Securities Act for the primary issuance of securities. The Registration Statement has become effective and, at the Execution Time, at each Applicable Time, at each Settlement Date time it became effective and at all times during which a prospectus is required by as of 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 Unitsdate hereof, the Registration Statement complied and complies with Rule 415 under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. On the effective date of the Registration Statement, the Registration Statement complied, on the date of the Prospectus, the Prospectus will comply comply, and at the date of the Closing, the Registration Statement and the Prospectus will comply, in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act applicable rules and regulations of the Commission thereunder; on the effective date of the Registration Statement, the Registration Statement did not not, on the date of the Prospectus, the Prospectus did not, and at the date of the Closing, the Registration Statement and the Prospectus, will not not, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made (with respect to the Prospectus), not misleading; and on when filed with the date of any 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 UnitsCommission, the Prospectus (together with any supplement thereto) documents incorporated by reference in the Registration Statement and the Prospectus, complied and or will comply in all material respects with the applicable requirements provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Exchange Act applicable rules and did not and will not include any untrue statement regulations of the Commission thereunder. There is no material document of a material fact or omit character required 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 or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by the Managers specifically for inclusion be described in the Registration Statement or the Prospectus (or any supplement thereto)to be filed as an exhibit to the Registration Statement that is not described or filed as required.

Registration Statement; Prospectus. On each Effective Date, at No stop order suspending 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 effectiveness of Units, the Registration Statement complied and 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 comply conform in all material respects with to the applicable requirements of the Act Securities Act, and the Exchange Act rules and did regulations of the Commission thereunder and, as of its most recent effective date, does not and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , and on the Prospectus, as of its date and as of the date of any filing pursuant other amendment or supplement thereto, conforms or will conform in all material respects to Rule 424(b)the requirements of the Securities Act and the rules and regulations of the Commission thereunder, at and as of the Execution Time, at date of any other amendment or supplement thereto and as of 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) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and did does not and will not include any contain an 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 warranties in this Section 3.03 shall not apply to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information furnished in writing to the Partnership Company by the Managers specifically each Sales Agent expressly for inclusion use in the Registration Statement or the Prospectus (or any supplement thereto)Prospectus.