INDEMNITY AGREEMENTIndemnity Agreement • September 25th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2020 by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Spring Valley Acquisition Corp. 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 August 21, 2020Spring Valley Acquisition Corp. • September 25th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 21, 2020 by and between Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Spring Valley Acquisition Corp. Dallas, TX 75201Letter Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cowen and Company, LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public O
WARRANT AGREEMENT SPRING VALLEY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 23, 2020Warrant Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 23, 2020, is by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 23, 2020, is entered into by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
NUSCALE POWER CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Delaware
This Indemnity Agreement (this “Agreement”), dated as of ___________ ___, 202__ is made by and between NuScale Power Corporation, a Delaware corporation (the “Company”), and ___________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
20,000,000 Units Underwriting AgreementSpring Valley Acquisition Corp. • November 30th, 2020 • Blank checks • New York
Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Spring Valley ACQUISITION Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • November 19th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NUSCALE POWER, LLC An Oregon limited liability company dated as of May 2, 2022Limited Liability Company Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Oregon
THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NUSCALE POWER, LLC, an Oregon limited liability company (the “Company”), dated as of May 2, 2022, is entered into by and among the Members that are party hereto, NUSCALE POWER CORP., a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Oregon
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is effective as of May 2, 2022 (the “Effective Date”), by and between NuScale Power, LLC (the "Company") and Dale Atkinson ("Employee"). Each of the Company and Employee are a “Party” to this Amendment, and both are “Parties” hereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2022 • Spring Valley Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (“SVAC”), and the undersigned subscriber (the “Investor”), in connection with that certain Agreement and Plan of Merger, dated as of December 13, 2021 (as amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SVAC, Spring Valley Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “Company”), pursuant to which, among other things, SVAC shall, subject to obtaining stockholder approval (i) domesticate as a corporation in the State of Delaware (the “Redomicile”), (ii) adopt an amended and restated certificate of incorporation (the “A&R Charter”), and (iii) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as the su
CERTAIN IDENTIFIED INFORMATION, MARKED BY [**], HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.NUSCALE POWER Corp • March 16th, 2023 • Fabricated plate work (boiler shops)
SPRING VALLEY ACQUISITION CORP.Spring Valley Acquisition Corp. • July 9th, 2021 • Agricultural production-crops • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Spring Valley Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spring Valley Acquisition Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 2100 McKinney Ave, Suite 1675, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay Sponsor or one of its affiliates a sum of $10,000 per month on the Effecti
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2022 • Spring Valley Acquisition Corp. • Heating equipment, except electric & warm air furnaces • Oregon
This Employment Agreement (the “Agreement”) is made and entered into effective as of May 17, 2019 (the “Effective Date”), by and between Dale Atkinson (the “Employee”) and NuScale Power, LLC (the “Company”).
FOURTH AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN2011 Equity Incentive Plan • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Oregon
On December 13, 2021, NuScale Power, LLC (the “Company”) entered into an Agreement and Plan of Merger with Spring Valley Acquisition Corp. and Spring Valley Merger Sub, LLC (“Merger Sub”) (as amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly controlled subsidiary of Spring Valley Acquisition Corp., which will change its name to NuScale Power Corporation, a Delaware corporation (“NuScale Corp”), upon the closing of the transactions contemplated by the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER dated as of December 13, 2021 by and among SPRING VALLEY ACQUISITION CORP., SPRING VALLEY MERGER SUB, LLC, and NUSCALE POWER, LLCAgreement and Plan of Merger • December 14th, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 13, 2021, is entered into by and among Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Spring Valley Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”) and NuScale Power, LLC, an Oregon limited liability company (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 26th, 2021 • Spring Valley Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 25, 2021, by and among SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company (the “Sponsor”), Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), and Dream Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TAX RECEIVABLE AGREEMENT dated as of May 2, 2022Tax Receivable Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 2, 2022, is entered into by and among NuScale Power Corp., a Delaware corporation (NuScale Power Corp., together with each of its Subsidiaries that is classified as a corporation for U.S. federal income tax purposes, and each successor thereto, the “Corporation”), NuScale Power, LLC, an Oregon limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.
March 2021 AGILITY ABU DHABI PJSC and AEROFARMS AGX LTD ABU DHABI LEASE of Chamber I, Agility Warehouse Facility located in Musaffah, 10th Street, Industrial Area, Abu Dhabi - UAESpring Valley Acquisition Corp. • June 22nd, 2021 • Agricultural production-crops
Lessor AGILITY Abu Dhabi PJSC a company incorporated under the laws of the UAE with registered office at PO Box 93971 Contact Name: Mohammad Jaber, COO Agility Abu Dhabi Email: Malaber@agility.com With copies by email to AKabbara@agility.com alaysiak@agility.com
Japan NuScale Innovation, LLC Houston, TX 77042, USA Japan Bank for International Cooperation Tokyo 100-8144, JapanLetter Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • New York
This letter agreement (this “Letter Agreement”) is entered into by and among Japan NuScale Innovation, LLC, a Delaware limited liability company (the “Investor”), Fluor Enterprises, Inc., a California corporation (“Fluor”), NuScale Power, LLC, an Oregon limited liability company (“NuScale LLC”) and Japan Bank for International Cooperation, a Japanese corporation established pursuant to the Company Act and the Japan Bank for International Cooperation Act (“JBIC”). This Letter Agreement confirms our agreement that pursuant to and effective as of the date of that certain Unit Purchase Agreement, dated as of March 15, 2022, by and between the Investor and Fluor (the “Purchase Agreement”), the Investor shall be entitled to the following contractual board appointment and management rights. Capitalized terms that are not defined herein shall be as defined in the Purchase Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 19th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2020, is entered into by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
TERMINATION AGREEMENTTermination Agreement • October 14th, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of October 14, 2021, by and among Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Spring Valley Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Dream Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ContractNUSCALE POWER Corp • May 9th, 2024 • Fabricated plate work (boiler shops) • Delaware
ContractSupplemental Government License And • March 14th, 2022 • Spring Valley Acquisition Corp. • Heating equipment, except electric & warm air furnaces
CERTAIN IDENTIFIED INFORMATION, MARKED BY [**], HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
EXCLUSIVITY AGREEMENTExclusivity Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Oregon
This Agreement effective as of 30th day of September, 2011 (the "Effective Date"), is entered into among NuScale Power, LLC and NuScale Holdings Corp. (collectively referred to as the "NuScale"), and Fluor Enterprises, Inc. ("Fluor").
113710964.2 0034163-00071 NuScale Power Corporation Restricted Stock Unit Agreement under the NuScale Power Corporation 2022 Long-Term Incentive Plan 1. Terminology. Unless otherwise provided in this Agreement, capitalized terms used herein are...NUSCALE POWER Corp • May 9th, 2024 • Fabricated plate work (boiler shops) • Delaware
Page 7 ‐ 16 WITNESS WHEREOF, the Parties hereto have entered into this Amendment 3 as of the Effective Date of this Amendment 3 . For CFPP LLC: For NuScale: By: Name: Mason Baker Name: Title: President Title:NUSCALE POWER Corp • May 10th, 2023 • Fabricated plate work (boiler shops)
NUSCALE POWER, LLC AGREEMENT TO TERMINATE EMPLOYMENT AGREEMENTAgreement to Terminate Employment Agreement • June 14th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Oregon
This Agreement to Terminate Employment Agreement (this “Agreement”), dated _______, 2022, is between NuScale Power, LLC, an Oregon limited liability company (the “Company”), and _______________ (“Executive”).
GROUND LEASEGround Lease • June 22nd, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops • Virginia
THIS GROUND LEASE (“Lease”) made and entered into this 27 day of April, 2021 (the “Effective Date”), by and between DANVILLE-PITTSYLVANIA REGIONAL INDUSTRIAL FACILITY AUTHORITY, a political subdivision of the Commonwealth of Virginia, hereinafter referred to as “Landlord” and VA DANVILLE GREENLIGHT, LLC, a South Carolina limited liability company, hereinafter referred to as “Tenant”.
EXECUTION VERSION Page 1 CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of November, 2023 (the “Effective Date”), by and between CFPP LLC, a Utah limited...Confidential Settlement and Release Agreement • March 15th, 2024 • NUSCALE POWER Corp • Fabricated plate work (boiler shops) • Utah
RESTRICTED UNIT AND BONUS AWARD AGREEMENTRestricted Unit and Bonus Award Agreement • June 14th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Oregon
This Restricted Unit and Bonus Award Agreement (“Agreement”), dated April 1, 2022 (the “Grant Date”), between NuScale Power, LLC, an Oregon limited liability company (the “Company”), and Dale Atkinson (“Executive”). The Company and Executive are each a “Party” and collectively the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2022 • NUSCALE POWER Corp • Heating equipment, except electric & warm air furnaces • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2022, 2022, is made and entered into by and among NuScale Power Corp., a Delaware corporation (formerly known as Spring Valley Acquisition Corp., a Cayman Islands exempted corporation) (the “Company”), Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor Parent”), SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder or New Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder,” and collectively, the “Holders”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 14th, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 13, 2021, is made by and among SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company (the “Sponsor”), Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), and NuScale Power, LLC, an Oregon limited liability company (the “Company”). The Sponsor, Acquiror and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
