Exhibit 10.2


 


Execution Version


 


SPONSOR SUPPORT AGREEMENT


 


This Sponsor Support Agreement
(this “Agreement”) is dated as of March 25, 2021, by and among SV Acquisition Sponsor Sub, LLC, a Delaware limited
liability company (the “Sponsor”), Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Acquiror”),
and Dream Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the date hereof,
Sponsor holds 5,630,000 Class B ordinary shares of Acquiror, par value $0.0001 per share (the “Class B Shares”), of
which 750,000 are held indirectly by those Persons listed on Schedule I attached hereto (such Persons, the “Strategic
Investors”);


 


WHEREAS, contemporaneously with
the execution and delivery of this Agreement, Acquiror, Spring Valley Merger Sub, Inc., a Delaware corporation, and the Company entered
into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated or otherwise modified from
time to time in accordance with its terms, the “Merger Agreement”); and


 


WHEREAS, as an inducement to
the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto desire to agree
to certain matters as set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree
as follows:


 


ARTICLE I

SPONSOR SUPPORT AGREEMENT


 


Section 1.1           
Sponsor Voting Agreements.


 


(a)          At
any meeting of the stockholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the
vote, consent or other approval of the stockholders of Acquiror is sought, Sponsor shall (i) appear at each such meeting or otherwise
cause all of its Class B Shares (other than any Class B Shares held by Sponsor on behalf of the Strategic Investors) and any shares of
Acquiror Common Stock that Sponsor holds of record or beneficially, as of the date hereof, or acquires record or beneficial ownership
of after the date hereof (collectively, the “Subject Acquiror Shares”) to be counted as present thereat for purposes
of calculating a quorum, (ii) not redeem any Subject Acquiror Shares at such meeting and (iii) vote (or cause to be voted), or execute
and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Acquiror Shares:


 


(i)                
in favor of each Proposal; and


 





(ii)             
 against any proposal in opposition to approval of the Merger Agreement or inconsistent with the Merger Agreement or the Transactions.


 


Section 1.2           
No Inconsistent Agreement. Sponsor hereby represents and covenants that Sponsor has not entered into, and shall not enter
into, any agreement that would restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.


 






    


     


    

 


ARTICLE II

MISCELLANEOUS


 


Section 2.1           
Authorization; No Breach. Each of Sponsor, Acquiror and the Company has all requisite corporate or limited liability company
power, as applicable, without violating any agreement to which it is bound, to enter into this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement has been duly and validly authorized by all requisite corporate or
limited liability company action, as applicable, and no other actions or proceedings on its part are necessary to authorize the execution,
delivery or performance of this Agreement.


 


Section 2.2           
Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon
the earlier of (a) the consummation of the Closing, (b) the termination of the Merger Agreement in accordance with Article X thereof and
(c) the liquidation of Acquiror. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate,
without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated
hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under
contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this
Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination.
This ARTICLE II shall survive the termination of this Agreement.


 


Section 2.3           
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of Delaware (without reference to its choice of law rules). Each party hereto hereby irrevocably and unconditionally (a) agrees that
all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall
only be brought in the Court of Chancery of the State of Delaware or the federal courts of the United States of America, the United States
District Court for the District of Delaware, sitting in New Castle County, (b) expressly submits to the personal jurisdiction and
venue of such courts for the purposes thereof, and (c) waives and agrees not to raise (by way of motion, as a defense or otherwise)
any and all jurisdictional, venue and convenience objections or defenses that such party may have in such action or proceeding.


 


Section 2.4            WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.4.


 








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Section 2.5           
Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.


 


Section 2.6           
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, without the requirement to post any bond or other security or to prove that money damages
would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at
law or in equity.


 


Section 2.7           
Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by Acquiror, Sponsor and the Company.


 


Section 2.8           
Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 2.9           
Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly
given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or
certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery
service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed
as follows:


 


If to Acquiror or Sponsor:



Spring Valley Acquisition Corp.


 


2100 McKinney Ave., Suite 1675


Dallas, TX 75201

Attention:        Christopher Sorrells

Email:                Chris.Sorrells@sv-ac.com


 









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with a copy to (which will not constitute notice):



Kirkland & Ellis LLP


609 Main Street


Houston, TX 77002

Attention:      Adam D. Larson, P.C.


  Allan Kirk

Email:            Adam.Larson@kirkland.com


  Allan.Kirk@kirkland.com


 


If to the Company:



Dream Holdings, Inc.


212 Rome Street


Newark, NJ 07105

Attention:      David Rosenberg

Email:           David.Rosenberg@aerofarms.com


 


with a copy to (which will not constitute notice):






DLA Piper LLP


51 John F. Kennedy Parkway


Suite 120


Short Hills, NJ 07078

Attention:     Andrew Gilbert


 Scott Cowan

Email:          Andrew.Gilbert@us.dlapiper.com



 Scott.Cowan@us.dlapiper.com


 


Section 2.10       
Counterparts. This Agreement may also be executed and delivered by facsimile signature or by other electronic means in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


Section 2.11       
Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by
or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


[Remainder of Page Intentionally Left Blank; Signature
Pages Follow]


 









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IN WITNESS WHEREOF, the Sponsor, Acquiror and the
Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.


 


	 	SPONSOR:   
	 	 
	 	SV ACQUISITION SPONSOR SUB, LLC
	 	 
	 	By:	/s/ David Levinson
	 	 	Name:    David Levinson
	 	 	Title:      Secretary





 


[Signature Page to Sponsor
Support Agreement]


 









    


     


    

 


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




 


[Signature Page to Sponsor
Support Agreement]


 






    


     


    

 


	 	COMPANY:
	 	 
	 	DREAM HOLDINGS, INC.
	 	 
	 	By:	/s/ David Rosenberg 
	 	 	Name:    David Rosenberg
	 	 	Title:      Chief Executive Officer




 


[Signature Page to Sponsor
Support Agreement]