SUBSCRIPTION AGREEMENTSubscription Agreement • December 14th, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops • 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 the date hereof (as may be 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 t
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, LLCMerger Agreement • 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 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).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 14th, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of December 13, 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 NuScale Power, LLC, an Oregon limited liability company (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).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2021 • Spring Valley Acquisition Corp. • Agricultural production-crops • Delaware
This Support Agreement (this “Agreement”) is dated as of December 13, 2021, by and among Debora Frodl, Richard Thompson and Patrick Wood, III (each a “Director” and collectively, the “Directors”), Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), and NuScale Power, LLC, an Oregon limited liability company (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).
