Exhibit 10.3


 


FORM - CONFIDENTIAL


 


SUBSCRIPTION AGREEMENT


Spring Valley Acquisition Corp.

2100 McKinney Ave., Suite 1675


Dallas, TX 75201


 


Ladies and Gentlemen:


 


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 Dream Holdings, Inc., a Delaware corporation
(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”) and (ii) adopt an amended and restated certificate of
incorporation (the “A&R Charter”), Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving as the surviving company in the Merger and, after giving effect to such Merger, will become a wholly-owned
subsidiary of SVAC, on the terms and subject to the conditions set forth in the Transaction Agreement (the transactions contemplated by
the Transaction Agreement, including the Merger, the “Transaction”). In
connection with the Transaction, SVAC is seeking commitments from interested investors to purchase, contingent upon, and substantially
concurrently with the closing of the Transaction (the “Transaction Closing”), shares of SVAC’s Class A common
stock, par value $0.0001 per share, following the Redomicile (the “Shares”), in a private placement for a purchase
price of $10.00 per share (the “Per Share Purchase Price”). On or about the date of this Subscription Agreement, SVAC
is entering into subscription agreements (the “Other Subscription Agreements,”
and together with this Subscription Agreement, collectively, the “Subscription Agreements”) with certain other investors
(the “Other Investors,” and together with the Investor, collectively, the “Investors”), pursuant
to which the Investors, severally and not jointly, have agreed to purchase, contingent upon, and substantially concurrently with the Transaction
Closing, inclusive of the Shares subscribed for by the Investor under this Subscription Agreement, an aggregate amount of up to 12,500,000
Shares, at the Per Share Purchase Price. The aggregate purchase price to be paid by the Investor for the subscribed Shares (as set forth
on the signature page hereto) is referred to herein as the “Subscription Amount.” 


 


In connection therewith, and
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein,
and intending to be legally bound hereby, each of the Investor and SVAC acknowledges and agrees as follows:


 


1.                  
Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from SVAC the number of Shares set forth
on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for in this Subscription Agreement.
The Investor acknowledges and agrees that SVAC reserves the right to accept or reject the Investor’s subscription for the Shares
for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted
by SVAC only when this Subscription Agreement is signed by a duly authorized person by or on behalf of SVAC; SVAC may do so in counterpart
form. Notwithstanding the foregoing or anything to the contrary in Section 8 below, in the event that the Closing Date (as defined below)
shall not have occurred by the Outside Date (as defined below) this Subscription Agreement shall be void and of no further effect and
any monies paid by the Investor to SVAC in connection herewith shall immediately be returned to the Investor.


 


2.                  
Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”)
is contingent upon the concurrent consummation of the Transaction Closing. The Closing shall occur on the date of, and substantially
concurrently with and conditioned upon the Transaction Closing. Upon (a) satisfaction or waiver of the conditions set forth in Section
3 below and (b) delivery of written notice from (or on behalf of) SVAC to the Investor (the “Closing
Notice”) that SVAC reasonably expects all conditions to the Transaction Closing to be satisfied or waived on a date
that is not less than four (4) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall
deliver to SVAC, two (2) business days prior to the closing date specified in the Closing Notice (the “Closing
Date”), the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s)
specified by SVAC in the Closing Notice to be held in escrow until the Closing. On the Closing Date, SVAC shall issue the number of Shares
to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in
book entry form in the name of the Investor (or its nominee) or as otherwise directed by the Investor, free and clear of any liens or
other restrictions (other than those arising under state or federal securities laws) on SVAC’s share register and (ii) provide
to Investor evidence of the issuance of such Shares to the Investor from SVAC’s transfer agent (the “Transfer Agent”);
provided, however, that SVAC’s obligation to issue the Shares to the Investor is contingent upon SVAC having received
the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within three (3) business days following
the Closing Date specified in the Closing Notice, SVAC shall promptly (but not later than two (2) business day thereafter) return the
Subscription Amount in full to the Investor; provided, that unless this Subscription Agreement has been terminated pursuant to
Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligations
to purchase the Shares at the Closing in the event SVAC delivers a subsequent Closing Notice in accordance with this Section 2.
For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law to be closed for business.


 






     


     


    

 


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3.            
Closing Conditions.


 


a.                   
The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement
is subject to the following conditions:


 


(i)                
no suspension or removal from listing of the Shares on NASDAQ (and defined below), and no initiation or threatening of any
proceedings for any of such purposes or delisting, shall have occurred, and the Subscribed Shares shall be approved for listing on Nasdaq,
subject to official notice of issuance;


 


(ii)              
no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any law, judgment, decree,
order, award, rule or regulation (whether temporary, preliminary, or permanent) which is then in effect and has the effect of making consummation
of the transactions contemplated hereby illegal or otherwise prohibiting or enjoining consummation of the transactions contemplated hereby;
and


 


(iii)            
all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, and including the approval
of SVAC stockholders and regulatory approval, if any, shall have been satisfied (as determined by the parties to the Transaction Agreement
and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled at the Transaction Closing,
including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to
this Subscription Agreement) or waived and the Transaction Closing shall be scheduled to occur concurrently with or on the same date as
the Closing.


 


b.                  
The obligation of SVAC to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall be
subject to the condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and
correct in all material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the
Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement at and as of the Closing
Date.


 


c.                   
The obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be
subject to the conditions:


 


(i)              
 that all representations and warranties of SVAC contained in this Subscription Agreement shall be true and correct in all
material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
below), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing
shall constitute a reaffirmation by SVAC of each of the representations and warranties of SVAC contained in this Subscription Agreement
at and as of the Closing Date;


 






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(ii)               
 SVAC shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 


(iii)             
the subscriptions contemplated by the Other Subscription Agreements executed by the Other Investors shall have been or will be
consummated substantially concurrently with the Closing and there shall have been no amendment, waiver or modification to the Other Subscription
Agreements that materially economically benefits the Other Investors unless the Investor has been offered substantially the same benefits;


 


(iv)              
no suspension or the offering or sale of the Shares shall have been initiated or, to SVAC’s knowledge, threatened by the
Securities and Exchange Commission (the “SEC”); and


 


(v)               no
amendment or modification of, or waiver under, the Transaction Agreement shall have occurred that would reasonably be expected to materially
and adversely affect the economic benefits to Investor under this Subscription Agreement without having received Investor’s prior
written consent (which consent is not to be unreasonably withheld, conditioned or delayed), provided that, for the avoidance of doubt,
the waiver of any condition to closing under the Transaction Agreement shall not require the prior written consent of any Investor.


 


4.                  
Further Assurances. At or prior to the Closing, each of SVAC and the Investor shall execute and deliver such additional
documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the
subscription as contemplated by this Subscription Agreement. Prior to or at the Closing, the Investor shall deliver to SVAC a duly complete
and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable.


 


5.                  
SVAC Representations and Warranties. SVAC represents and warrants to the Investor and the Placement Agents (as defined below)
that:


 


a.                   
SVAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.
SVAC has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and
to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date following the Redomicile,
SVAC will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware.


 


b.                  
As of the Closing Date, the Shares will be duly authorized by SVAC and, when issued and delivered to the Investor against
full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under the A&R Charter (as amended
to the Closing Date) or under the General Corporations Law of the State of Delaware.


 


c.                   
This Subscription Agreement has been duly authorized, executed and delivered by SVAC and, assuming that this Subscription
Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against SVAC in accordance
with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.


 


d.                  
The issuance and sale of the Shares and the compliance by SVAC with all of the provisions of this Subscription Agreement
and the consummation of the transactions contemplated by this Subscription Agreement will (x) be substantially done in accordance with
the rules of The Nasdaq Capital Market (the “NASDAQ”) and (y) will not (i) conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of SVAC or any of its subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which SVAC or any of its subsidiaries is a party or
by which SVAC or any of its subsidiaries is bound or to which any of the property or assets of SVAC is subject that would reasonably
be expected to have a material adverse effect on the business, financial condition or results of operations of SVAC and its subsidiaries,
taken as a whole (a “Material Adverse Effect”) or materially affect the validity
of the Shares or the legal authority of SVAC to comply in all material respects with the terms of this Subscription Agreement; (ii) result
in any violation of the provisions of the organizational documents of SVAC; or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over SVAC or any of its
subsidiaries or any of their respective properties that would reasonably be expected to have a Material Adverse Effect or materially
affect the validity of the Shares or the legal authority of SVAC to comply in all material respects with this Subscription Agreement.


 






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e.                   
As of their respective filing dates, each report (collectively, the “SEC Reports”) required to be filed
by SVAC with the SEC on or prior to the date hereof complied in all material respects with the applicable requirements of the Securities
Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations of the SEC promulgated thereunder and were timely filed. None of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading.The financial statements of SVAC
included in the SEC Reports complied, as of the respective filing dates of such SEC Reports, in all material respects with applicable
accounting requirements and rules and regulations of the SEC with respect thereto as in effect as of the applicable filing date and fairly
present in all material respects the financial position of SVAC as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. There are no material
outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to
any of the SEC Reports as of the date hereof.


 


f.                   
Other than the Other Subscription Agreements, the Transaction Agreement and any other agreement contemplated by the Transaction
Agreement, SVAC has not entered into any side letter or similar agreement with any investor in connection with such investor’s direct
or indirect investment in SVAC or with any other investor; provided, however, that the Company entered into that certain Note Purchase
Agreement, dated as of February 22, 2021, by and among the Company and each of the purchasers listed on Exhibit A attached thereto, pursuant
to which the Company issued $30,000,000 of subordinated convertible promissory notes of the Company, which will automatically convert
into Shares of SVAC in connection with the Closing and Transaction Closing at a conversion price per share equal to the Per
Share Purchase Price multiplied by ninety percent (90%). No Other Subscription Agreement includes terms and conditions that are
materially more advantageous to any Other Investor than the Investor hereunder (other than terms particular to the regulatory requirements
of such subscriber or its affiliates or related funds), and such Other Subscription Agreements have not been amended or modified in any
material respect following the date of this Subscription Agreement.


 


g.                  
As of the date of this Subscription Agreement, the authorized capital stock of SVAC consists of 1,000,000 preference shares,
par value $0.0001 per share (“Preferred Shares”) and 330,000,000 shares of common stock, par value $0.0001 per share,
including (i) 300,000,000 shares of Class A ordinary shares (“Class A Shares”) and (ii) 30,000,000 Class B ordinary
shares (the “Class B Shares”). As of the date of this Subscription Agreement, (i) no Preferred Shares are issued and
outstanding, (ii) 23,000,000 Class A Shares are issued and outstanding, (iii) 5,750,000 Class B Shares are issued and outstanding, and
(iv) 11,500,000 redeemable warrants and 8,900,000 private placement warrants to acquire Class A Shares are outstanding. All (A) issued
and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable
and (B) outstanding warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except
as set forth above in this Subscription Agreement and pursuant to the Other Subscription Agreements, the Transaction Agreement and the
other agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options,
warrants or other rights to subscribe for, purchase or acquire from SVAC any Class A Shares, Class B Shares or other equity interests
in SVAC, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, SVAC has no subsidiaries,
other than Merger Sub, and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether
incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which SVAC
is a party or by which it is bound relating to the voting of any securities of SVAC, other than (1) as set forth in the SEC Reports and
(2) as contemplated by the Transaction Agreement.


 






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h.                  
 The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed
for trading on the NASDAQ. As of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of
SVAC, threatened against SVAC by the NASDAQ or the SEC, respectively, to prohibit or terminate the listing of the Class A Shares. SVAC
has taken no action that is designed to terminate the listing of the Class A Shares on the NASDAQ or the registration of the Class A Shares
under the Exchange Act.


 


i.                    
Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by SVAC to the Investor in the manner
contemplated by this Subscription Agreement. The Shares (i) were not offered by a form of general solicitation or general advertising
and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act
or any state securities laws.


 


j.                    
Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect, as of the date hereof, there is no (i) investigation, action, suit, claim or other proceeding, in each case by
or before any governmental authority pending, or, to the knowledge of SVAC, threatened against SVAC or (ii) judgment, decree, injunction,
ruling or order of any governmental entity or arbitrator outstanding against SVAC.


 


k.                  
Other than J.P. Morgan Securities LLC or any of its affiliates (“J.P. Morgan”), Cowen and Company, LLC
or any of its affiliates (“Cowen”) or Wells Fargo Securities, LLC or any of its affiliates (“Wells”
and together with J.P. Morgan and Cowen, collectively, the “Placement Agents” and each a “Placement Agent”),
SVAC has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person
to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by
this Subscription Agreement for which the Investor could become liable.


 


l.                    
SVAC is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


m.                
As of the date hereof, SVAC is not in default or violation (and no event has occurred which, with notice or the lapse of
time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of SVAC,
(ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license
to which, as of the date of this Subscription Agreement, SVAC is a party or by which SVAC’s properties or assets are bound or (iii)
any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic
or foreign, having jurisdiction over SVAC or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations
that would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.¶


 


n.                  
SVAC is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person
in connection with the execution, delivery and performance by SVAC of this Subscription Agreement (including, without limitation, the
issuance of the Shares), other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) filings
required in accordance with Section 13 of this Subscription Agreement; (iv) those required by the NASDAQ, including with respect to obtaining
approval of SVAC’s stockholders; and (vi) any filing, the failure of which to obtain would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect.¶


 


o.                  
As of the date hereof, SVAC has not received any written communication from a governmental entity that alleges that SVAC
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.


 


p.                  
Neither SVAC nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating
to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due,
nor does SVAC or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary
bankruptcy proceedings or seek to commence an administration.


 






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6.            
Investor Representations and Warranties. The Investor represents and warrants to SVAC and the Placement Agents that:


 


a.                   
The Investor, or each of the funds managed by or affiliated with the Investor for which the Investor is acting as nominee,
as applicable, (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable
requirements set forth on Schedule A, (ii) is acquiring the Shares only for his, her or its own account and not for the account
of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has
full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations
and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information set
forth on Schedule A). The Investor acknowledges that this offering of the Shares meets the exemptions from filing under FINRA Rule
5123. The Investor is not an entity formed for the specific purpose of acquiring the Shares and is an “institutional account”
as defined by FINRA Rule 4512(c).


 


b.                  
The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges
and agrees that the Shares may not be offered, resold, transferred or otherwise disposed of by the Investor absent an effective registration
statement under the Securities Act except (i) to SVAC or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales
that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable
exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable
securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing
the Shares shall contain a restrictive legend to such effect and, as a result, the Investor may not be able to readily resell the Shares
and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges
and agrees that the Shares will not immediately be eligible for resale pursuant to Rule 144 of the Securities Act (“Rule 144”).
The Investor acknowledges that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or other
disposition of any of the Shares.


 


c.                   The
Investor acknowledges and agrees that the Investor is purchasing the Shares from SVAC. The Investor further acknowledges that there have
been no representations, warranties, covenants and agreements made to the Investor by or on behalf of SVAC, the Company, any of their
respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing
or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of
SVAC expressly set forth in Section 5 of this Subscription Agreement.


 


d.                  
The Investor is not, and is not acting on behalf of, (i) an “employee benefit plan” subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) an individual retirement account or annuity
or other “plan” that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
(iii) any entity or account that is deemed under the Department of Labor regulation codified at 29 C.F.R. § 2510.3-101, as modified
by Section 3(42) of ERISA, to include the “plan assets” of any “employee benefit plan” subject to ERISA or “plan”
subject to Code §4975, or (iv) any other plan subject to non-U.S., state, local or other federal laws or regulations that are substantially
similar to the foregoing provisions of ERISA or the Code.


 


e.                   
The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in
order to make an investment decision with respect to the Shares, including, with respect to SVAC, the Transaction and the business of
the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that the Investor has reviewed
the SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have
had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.


 






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f.                   
The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and SVAC,
the Company or a representative of SVAC or the Company, and the Shares were offered to the Investor solely by direct contact between the
Investor and SVAC, the Company or a representative of SVAC or the Company. The Investor did not become aware of this offering of the Shares,
nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any
form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in
a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon,
and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation,
SVAC, the Company, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners,
agents or representatives of any of the foregoing), other than the representations and warranties of SVAC contained in Section 5
of this Subscription Agreement, in making its investment or decision to invest in SVAC.


 


g.                  
The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal
and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor (i) will not look to the
Placement Agents for all or part of any such loss or losses the Investor may suffer, is able to sustain a complete loss on its investment
in the Shares and has no need for liquidity with respect to its investment in the Shares, (ii) acknowledges that the Investor shall be
responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription
Agreement, and that neither SVAC nor the Company has provided any tax advice or any other representation or guarantee regarding the tax
consequences of the transactions contemplated by this Subscription Agreement and (iii) has no reason to anticipate any change in
circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares.


 


h.                  
Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks
of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able
at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in SVAC. The Investor
acknowledges specifically that a possibility of total loss exists.


 


i.                   
In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the
Investor and SVAC’s representations in Section 5. Without limiting the generality of the foregoing, the Investor has not relied
on any statements or other information provided by or on behalf of the Placement Agents or any of their respective affiliates or any control
persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning SVAC, the Company, the
Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or
the offer and sale of the Shares.


 


j.                    
The Investor acknowledges that the Placement Agents: (i) have not provided the Investor with any information or advice with
respect to the Shares, (ii) have not made or make any representation, express or implied as to SVAC, the Company, the Company’s
credit quality, the Shares or the Investor’s purchase of the Shares, (iii) have not acted as the Investor’s financial advisor
or fiduciary in connection with the issue and purchase of Shares, (iv) may have acquired, or during the term of the Shares may acquire,
non-public information with respect to the Company, which, subject to the requirements of applicable law, the Investor agrees need not
be provided to it, (v) may have existing or future business relationships with SVAC and the Company (including, but not limited to, lending,
depository, risk management, advisory and banking relationships) and will pursue actions and take steps that it deems or they deem necessary
or appropriate to protect its or their interests arising therefrom without regard to the consequences for a holder of Shares, and that
certain of these actions may have material and adverse consequences for a holder of Shares.


 






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k.                 
 The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Shares or made any findings or determination as to the fairness of this investment.


 


l.                    
The Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing
under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement.


 


m.                
The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation
of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor
is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership
or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor
is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been
duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 


n.                  
The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the
Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank (each, a “Prohibited Investor”). The Investor agrees to provide
law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted
to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.)
(the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT
Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”),
the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To
the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions
programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably
designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived and were not obtained, directly
or indirectly, from a Prohibited Investor.


 


o.                  
No disclosure or offering document has been prepared by any Placement Agent in
connection with the offer and sale of the Shares.


 


p.                  
Neither the Placement Agents, nor any of their respective affiliates nor any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing have made any independent investigation with respect to SVAC, the Company
or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information
supplied to the Investor by SVAC.


 


q.                  
At the Closing, the Investor will have sufficient funds to pay the Subscription Amount
and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.


 


r.                   
Neither the due diligence investigation conducted by the Investor in connection with
making its decision to acquire the Shares nor any representations or warranties made by the Investor in this Subscription Agreement shall
modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of SVAC’s representations and
warranties contained in this Subscription Agreement, subject to the terms hereof.


 






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s.                   The Investor acknowledges and agrees that the Placement Agents are not making a recommendation
to Investor to participate in the offer and sale of the Shares, and nothing set forth in any disclosure or documents that may be provided
to Investor from time to time is intended to suggest that the Placement Agents are making such a recommendation. 


 


t.                   The
Investor hereby acknowledges and agrees that, from the date of this Subscription Agreement, that it will not, nor will any person acting
at the Investor’s direction or pursuant to any understanding with the Investor, engage in any Short Sales with respect to securities
of SVAC prior to the Closing (or the termination of this Subscription Agreement, if earlier). “Short Sales” shall include,
without limitation, all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act. Notwithstanding the
foregoing, (i) nothing herein shall prohibit other entities under common management with the Investor that have no knowledge of this
Subscription Agreement or of the Investor’s participation in the subscription (including the Investor’s controlled affiliates
and/or affiliates) from entering into any short sales; (ii) in the case of an Investor that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no knowledge of
the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the covenant set forth
above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Shares covered by this Subscription Agreement; and (iii) nothing herein shall prohibit the Investor from engaging in derivative transactions
of any kind, including, but not limited to, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on
a total return basis), and sales and other transactions through U.S. broker dealers or non-U.S. broker dealers or foreign regulated brokers..


 


7.                  
Registration Rights.


 


a.                   
SVAC agrees that, as soon as practicable (but in any case no later than thirty (30) calendar days after the consummation
of the Transaction (the “Filing Date”)), it will file with the SEC (at its sole cost and expense) a registration statement
registering the resale of the Shares (the “Registration Statement”), and it shall use its commercially reasonable
efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the
earlier of (i) sixty (60) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof
if the SEC notifies SVAC that it will “review” the Registration Statement) and (ii) ten (10) business days after SVAC is
notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or
will not be subject to further review (such earlier date, the “Effectiveness Date”). Notwithstanding the foregoing, if the
SEC prevents SVAC from including any or all of the shares proposed to be registered under the Registration Statement due to limitations
on the use of Rule 415 under the Securities Act for the resale of the Shares by the applicable stockholders or otherwise, such Registration
Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted to be registered
by the SEC. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall
be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Shares
under Rule 415 under the Securities Act, SVAC shall amend the Registration Statement or file a new Registration Statement to register
such additional Shares and cause such amendment or Registration Statement to become effective as promptly as practicable. SVAC agrees
to cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription
Agreement, to remain effective until the earliest of (i) the third anniversary of the Closing, (ii) the date on which the Investor ceases
to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all
of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 within 90 days
without limitation as to the amount of such securities that may be sold and without the requirement for SVAC to be in compliance with
the current public information requirement under Rule 144 (the earliest of (i)-(iii) being the “Expiration”). For as long
as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, SVAC will use commercially reasonable
efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the
Registrable Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (when Rule 144 under the Securities
Act becomes available to the Company), as applicable, qualify the Registrable Securities for listing on the applicable stock exchange
on which the Shares are then listed, and update or amend the Registration Statement as necessary to include the Registrable Securities.
 “Registrable Securities” shall mean, as of any date of determination, the Shares and any other equity security of SVAC issued
or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement
or similar event or otherwise. The Investor agrees to disclose its ownership to SVAC upon request to assist it in making the determination
described above. SVAC may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on
Form S-3 at such time after SVAC becomes eligible to use such Form S-3. SVAC will provide a draft of the Registration Statement to the
Investor for review at least two (2) business days in advance of filing the Registration Statement. If the SEC requests that the Investor
be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration
Statement. The Investor acknowledges and agrees that SVAC may postpone or suspend, as applicable, the use of any such Registration Statement
(i) if it determines that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto
would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under
the Exchange Act, (ii) during any customary blackout or similar period or as permitted hereunder and (iii) as may be necessary in connection
with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of SVAC’s Annual
Report on Form 10-K for its first completed fiscal year (each such circumstance, a “Suspension Event”); provided,
that (I) SVAC shall not so delay filing or so suspend the use of the Registration Statement on more than two (2) occasions, or for a
period of more than sixty (60) consecutive days or more than a total of ninety (90) calendar days, in each case in any three hundred
sixty (360) day period, (II) SVAC shall have a bona fide business purpose for not making such information public, and (III) SVAC shall
use commercially reasonable efforts to make such registration statement available for the sale by the Investor of such securities as
soon as practicable thereafter. Any failure by SVAC to file the Registration Statement by the Filing Date or to effect such Registration
Statement by the Effectiveness Date shall not otherwise relieve SVAC of its obligations to file or effect the Registration Statement
as set forth above in this Section. SVAC’s obligations to include the Shares issued pursuant to this Subscription Agreement (or
shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to
SVAC such information regarding the Investor, the securities of SVAC held by the Investor and the intended method of disposition of such
Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by SVAC to effect the registration
of such Shares, and shall execute such documents in connection with such registration as SVAC may reasonably request that are customary
of a selling stockholder in similar situations, provided that, the Investor shall not, in connection with the foregoing, be required
to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares.




 






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b.                  
In the case of the registration, qualification, exemption or compliance effected by SVAC pursuant to this Subscription Agreement,
SVAC shall, upon reasonable request, inform Investor as to the status of such registration, qualification, exemption and compliance. At
its expense SVAC shall:


 


(i)                 
except for such times as SVAC is permitted hereunder to suspend the use of the prospectus forming part of a Registration
Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws which SVAC determines to obtain, continuously effective with respect to Investor, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following:
(i) Investor ceases to hold any Registrable Securities and (ii) the date all Registrable Securities held by Investor may be sold without
restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to Affiliates
under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule
144(c)(1) or Rule 144(i)(2), as applicable.


 


(ii)               
advise Investor within five Business Days:


 


(1)               
when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement
or any post-effective amendment thereto has become effective;


 


(2)               
of the issuance by the SEC of any stop order or other matter causing the suspension of the effectiveness of any Registration
Statement or the initiation of any proceedings for such purpose;


 






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(3)               
of the receipt by SVAC of any notification with respect to the suspension of the qualification of the Shares included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(4)               
subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any
changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading
and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus,
in the light of the circumstances under which they were made) not misleading.


 


Notwithstanding anything to
the contrary set forth herein, SVAC shall not, when so advising Investor of such events, provide Investor with any material, nonpublic
information regarding SVAC other than to the extent that providing notice to Investor of the occurrence of the events listed in (1) through
(4) above constitutes material, nonpublic information regarding SVAC;


 


(iii)             
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;


 


(iv)              
upon the occurrence of any event contemplated in Section 7(b)(ii)(4), except for such times as SVAC is permitted hereunder
to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, SVAC shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the
related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein,
such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;


 


(v)               
use its commercially reasonable efforts to cause all Shares to be listed on the primary securities exchange or market, if
any, on which the Shares issued by SVAC have been listed; and


 


(vi)              
use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares
contemplated hereby and to enable Investor to sell the Acquired Shares under Rule 144.


 


c.                   
In connection with the effectiveness of any Registration Statement hereunder, any sale, assignment, transfer or other disposition
of the Shares by the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the Shares held
by the Investor become freely tradable and upon compliance by the Investor with the requirements of this Subscription Agreement, if requested
by the Investor, SVAC shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove any restrictive
legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares without restrictive
legends within two (2) trading days of any such request therefor from the Investor, provided that SVAC and the Transfer Agent
have timely received from the Investor customary representations and other documentation reasonably acceptable to SVAC and the Transfer
Agent in connection therewith. Subject to receipt from the Investor by SVAC and the Transfer Agent of customary representations and other
documentation reasonably acceptable to SVAC and the Transfer Agent in connection therewith, including, if required by the Transfer Agent,
an opinion of SVAC’s counsel, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive
legends in such circumstances may be effected under the Securities Act, the Investor may request that SVAC remove any legend from the
book entry position evidencing its Shares following the earliest of such time as such Shares (i) are covered by and may be sold or transferred
pursuant to an effective registration statement, (ii) have been or are about to be sold pursuant to Rule 144, or (iii) are eligible for
resale under Rule 144(b)(1) or any successor provision without the requirement for SVAC to be in compliance with the current public information
requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Shares. If restrictive
legends are no longer required for such Shares pursuant to the foregoing, SVAC shall, in accordance with the provisions of this section
and within two (2) trading days of any request therefor from the Investor accompanied by such customary and reasonably acceptable representations
and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent
irrevocable instructions and, upon the Transfer Agent’s request, a legal opinion of its counsel, that the Transfer Agent shall
make a new, unlegended entry for such book entry Shares. SVAC shall be responsible for the fees of its Transfer Agent, its legal counsel
and all DTC fees associated with such issuance.


 






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d.                  
Indemnification.


 


(i)                
SVAC agrees to indemnify and hold harmless, to the extent permitted by law, the Investor, its directors, and officers, employees,
and agents, and each person who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and each affiliate of the Investor (within the meaning of Rule 405 under the Securities Act) from and against any and all losses,
claims, damages, liabilities and expenses (including, without limitation, any reasonable attorneys’ fees and expenses incurred in
connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as and to the extent, but only to the extent, the same are caused by or contained
in any information regarding the Investor furnished in writing to SVAC by or on behalf of the Investor expressly for use therein.


 


(ii)               
The Investor agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to
indemnify and hold harmless SVAC, its directors and officers and agents and employees and each person who controls SVAC (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses
(including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of a material fact contained in
the Registration Statement, or any form of prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any
omission of a material fact required to be stated therein (in the case of any prospectus, or any form of prospectus or preliminary prospectus
or supplement thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by
the Investor expressly for use therein. In no event shall the liability of the Investor be greater in amount than the dollar amount of
the net proceeds received by the Investor upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to
such indemnification obligation.


 


(iii)             
Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and, (2) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists with respect
to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is
not entitled to, or elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel
to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect
to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter
into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party
pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of
such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


(iv)              
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person
of such indemnified party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.


 






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(v)               
If the indemnification provided under this Section 7(d) from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party
as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 7(d) from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability
of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares purchased
pursuant to this Subscription Agreement giving rise to such contribution obligation.


 


8.                  
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms prior to the occurrence
of the Transaction Closing, (b) upon the mutual written agreement of SVAC and the Investor to terminate the Subscription Agreement, (c)
30 days after the Termination Date (as defined in the Transaction Agreement, as in effect as of the date hereof), if the Closing has not
occurred by such date (the “Outside Date”), (d) if any of the conditions to Closing set forth in Section 3 of this
Subscription Agreement are not satisfied or waived on or prior to the Closing, or are not capable of being satisfied on or prior to the
Closing, and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at
the Closing, or (e) SVAC’s notification to the Investor in writing that it has abandoned its plans to move forward with the Transaction
and/or terminates the Investor’s obligations with respect to the subscription without the delivery of the Shares having occurred
(the termination events described in clauses (a)–(e) above, collectively, the “Termination Events”); provided
that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party
will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. SVAC
shall notify the Investor in writing of the termination of the Transaction Agreement promptly after the termination of such agreement.
Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further force and effect (subject to
the proviso of the immediately preceding sentence); provided that any monies paid by the Investor to SVAC in connection herewith
shall promptly (and in any event within one (1) business day) following the Termination Event be returned to the Investor.


 


9.                  
Trust Account Waiver. The Investor acknowledges that SVAC is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving SVAC and one or more businesses or assets. The
Investor further acknowledges that, as described in the final prospectus of SVAC, filed with the Securities and Exchange Commission (File
No. 333-249067), and dated as of November 23, 2020 (the “Prospectus”), available
at www.sec.gov, SVAC has established a trust account containing the proceeds of its initial public offering (the “IPO”)
(with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $232,300,000 for the
benefit of SVAC’s public stockholders (the “Public Stockholders”) and certain parties (including the underwriters
of the IPO) and that SVAC may disburse monies from the Trust Fund only: (i) to the Public Stockholders in the event they elect to redeem
the Class A Shares in connection with the consummation of SVAC’s initial business combination (as such term is used in the Prospectus)
(the “Business Combination”), (ii) to the Public Stockholders if SVAC fails to consummate a Business Combination within
24 months from the closing of the IPO, (iii) any interest earned on the amounts held in the Trust Fund necessary to pay for franchise
and income taxes, or (iv) to SVAC after or concurrently with the consummation of a Business Combination. For and in consideration of
SVAC entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Investor hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any monies in the Trust Fund or distributions therefrom, or make any claim against, the Trust Fund, with
respect to claims arising out of this Subscription Agreement, regardless of whether such claim arises based on contract, tort, equity
or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”).
The Investor hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in
the future as a result of, or arising out of, this Subscription Agreement and will not seek recourse against the Trust Fund (including
any distributions therefrom) for Claims arising out of this Subscription Agreement; provided that nothing in this Section 9
(x) shall serve to limit or prohibit the Investor’s right to pursue a claim against SVAC for legal relief against assets
held outside the Trust Fund, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims
that the Investor may have in the future against SVAC’s assets or funds that are not held in the Trust Fund (including any funds
that have been released from the Trust Fund and any assets that have been purchased or acquired with any such funds) or (z) shall
be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Fund by virtue of its record
or beneficial ownership of Class A Shares currently outstanding on the date hereof, pursuant to a validly exercised redemption right
with respect to any such Class A Shares, except to the extent that the Investor has otherwise agreed with SVAC to not exercise such redemption
right. The Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically
relied upon by SVAC to induce it to enter in this Subscription Agreement, and the Investor further intends and understands such waiver
to be valid, binding and enforceable under applicable law.


 






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10.               
Miscellaneous.


 


a.                   
Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired
hereunder, if any) may be transferred or assigned without SVAC’s prior written consent. Notwithstanding the foregoing, Investor
may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds
or accounts managed or advised by the investment manager who acts on behalf of the Investor); provided, that no such assignment shall
relieve the Investor of its obligations hereunder.


 


b.                  
SVAC may request from the Investor such additional information as SVAC may deem necessary to register the resale of the
Shares and evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as
may reasonably be requested; provided that any such information shall be subject to the confidentiality and use restrictions set forth
in the confidentiality agreement executed by and between SVAC and the Investor (or affiliate thereof). The Investor acknowledges that
SVAC may file a copy of this Subscription Agreement (or a form of this Subscription Agreement) with the SEC as an exhibit to a periodic
report or a registration statement of SVAC.


 


c.                   
The Investor acknowledges that SVAC, the Placement Agents and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify
SVAC and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties made by Investor
set forth in Section 6 above are no longer accurate in any material respect. The Investor acknowledges and agrees that each purchase
by the Investor of Shares from SVAC will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations
and warranties herein (as modified by any such notice) by the Investor as of the time of such purchase.


 


d.                  
SVAC, the Company and the Placement Agents are each entitled to rely upon this Subscription Agreement and each is irrevocably
authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 10(d)
shall not give the Company or the Placement Agents any rights other than those expressly set forth herein and, without limiting the generality
of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties
of SVAC set forth in this Subscription Agreement.


 






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e.                   
 All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive
the Closing.


 


f.                   
This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8
above) except by an instrument in writing, signed by the Investor and SVAC. No failure or delay of either party in exercising any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the parties and third party beneficiaries hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have hereunder.


 


g.                  
This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter
hereof. Except as set forth in Section 10(c), Section 10(d), this Section 10(g) and Section 11 with respect
to the persons specifically referenced therein, and Section 5 and Section 6 with respect to the Placement Agents, this Subscription
Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns,
and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement for the
purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.


 


h.                  
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs,
executors, administrators, successors, legal representatives and permitted assigns.


 


i.                    
If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not
in any way be affected or impaired thereby and shall continue in full force and effect.


 


j.                    
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in
..pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All
counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


k.                  
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of
this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting
a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this
being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.


 


l.                    
This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless
of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action,
suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or
before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.


 


m.                
Any notice or communication required or permitted hereunder to be given to the Investor shall be in writing and either delivered
personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid,
to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when
so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business
days after the date of mailing to the address below or to such other address or addresses as the Investor may hereafter designate by notice
to SVAC. A courtesy copy of any communication or notice shall be emailed to Investor.


 






    15


     


    

 


CONFIDENTIAL


 






n.                  
 The Investor and SVAC hereby agree, and any person asserting rights as a third party beneficiary may do so only if he,
she or it, irrevocably agrees, that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort
or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription
Agreement or any related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall
be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware,
and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that
is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance
with this Section 10(n) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any
other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court.
Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall
not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named
courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such
party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum,
or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in
this Section 10(n) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES
HERETO, AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT, IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS
ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL
ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE
ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


11.               
Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person, firm or corporation (including, without limitation, the
Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing), other than the statements, representations and warranties of SVAC expressly contained in
Section 5 of this Subscription Agreement, in making its investment or decision to invest in SVAC. The Investor acknowledges and
agrees that none of (a) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement (including the
investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of
any of the foregoing), (b) the Placement Agents, their respective affiliates or any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing, or (c) any other party to the Transaction
Agreement or any Non-Party Affiliate other than SVAC, shall have any liability to the Investor, or to any other investor, pursuant to,
arising out of or relating to this Subscription Agreement or any Other Subscription Agreement, the negotiation hereof or thereof or its
subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore
or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether
in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or
alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or
omissions with respect to any information or materials of any kind furnished by SVAC, the Company, the Placement Agents or any Non-Party
Affiliate concerning SVAC, the Company, the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the
transactions contemplated hereby For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former,
current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of SVAC, the Company,
any Placement Agent or any of SVAC’s, the Company’s or any Placement Agent’s controlled affiliates or any family member
of the foregoing.


 






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CONFIDENTIAL


 



12.               
Disclosure. SVAC shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date
of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the
 “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription
Agreements, the Transaction and any other material, nonpublic information that SVAC has provided to the Investor at any time prior to
the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of SVAC, the Investor shall
not be in possession of any material, non-public information received from SVAC, the Company or any of its respective officers, directors,
or employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement,
whether written or oral with SVAC, the Placement Agents or any of their respective affiliates, relating to the transactions contemplated
by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, SVAC shall not publicly disclose
the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates or advisers,
or include the name of the Investor or any of its affiliates or advisers, in any press release, promotional materials, media or similar
circumstances, or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the Investor,
except (a) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (b) to the
extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any
national securities exchange on which the Shares are listed; provided, however, that SVAC shall provide the Investor with prior
written notice of such permitted disclosure.


 


[SIGNATURE PAGES FOLLOW]


 






    17


     


    

 


CONFIDENTIAL


 






IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set
forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	By: 	 	 	 
	Name:	 	 	 
	Title: 	 	 	 
	 	 	 	 
	Name in which Shares are to be registered (if different):	 	Date: ________, 2021
	 	 	 
	Investor’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	Attn:	          	 	Attn: 	             
	 	 	 	 	 
	Telephone No.:	 	Telephone No.:
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Number of Shares subscribed for: [●]	 	 
	 	 	 
	Aggregate Subscription Amount: $[●]	 	Price Per Share: $10.00


 


You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by SVAC in the Closing Notice.


 


[Signature Page to Subscription
Agreement]


 






     


     


    

 


CONFIDENTIAL


 





IN WITNESS WHEREOF,
SVAC has accepted this Subscription Agreement as of the date set forth below.


 


	 	SPRING VALLEY ACQUISITION
    CORP.
	 	 
	 	 
	 	By:	            
	 	Name: Christopher Sorrells
	 	Title: Chief Executive Officer
	 	 




Date:                , 2021


 


[Signature Page to Subscription
Agreement]


 









     


     


    

 


SCHEDULE A


 


ELIGIBILITY REPRESENTATIONS
OF THE INVESTOR


 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS
	 	(Please check the applicable subparagraphs):


 


 ̈  We
are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).


 


*OR*


 


	B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS
	 	(Please check the applicable subparagraphs):


 


	 	1.	 ̈  We are an institutional “accredited investor” (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in which all of the equity holders are accredited
investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following
page indicating the provision under which we qualify as an “accredited investor.”


 


	 	2.	 ̈  We are not a natural person.


 


Rule 501(a), in relevant part, states that
an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably
believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly
qualifies as an “accredited investor.”


 


☐  Any
bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment
company;


 


☐  Any
plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions
for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


☐  Any
employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;


 


☐  Any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


☐  Any
trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or


 


☐  Any
entity in which all of the equity owners are accredited investors meeting one or more of the above tests.


 


This page should
be completed by the Investor


and constitutes
a part of the Subscription Agreement


 


[Schedule
A to Subscription Agreement]