Exhibit 10.1


 


AMENDMENT TO SUBSCRIPTION AGREEMENT


 


This Amendment to Subscription
Agreement (this “Amendment”) is dated as of the date of the last signature below with respect to that certain Subscription
Agreement (the “Subscription Agreement”), dated as of [ ], by and among Spring Valley Acquisition Corp., a Cayman Islands
exempted company (the “Company”) and the undersigned subscriber (the “Investor”). Capitalized terms
used but not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement.


 


RECITALS


 


WHEREAS, pursuant to Section 12(i) of
the Subscription Agreement, the Subscription Agreement may be amended pursuant to a written instrument executed by the Investor and the
Company; and


 


WHEREAS, the Company intends
to terminate the listing of its Shares and warrants exercisable for one Share at a purchase price of $11.50 per Share on The Nasdaq Capital
Market and list such Shares and warrants on the New York Stock Exchange, effective as of the Transaction Closing.


 


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

AMENDMENT


 


Section 1.1          Amendments.


 


(a)          The
first paragraph of the Subscription Agreement shall be amended by replacing “[21,300,002]”
with “[23,800,002].”


 


(b)          The
following paragraph is hereby added to directly follow the first paragraph of the Subscription Agreement:


 


“SVAC intends to terminate the listing
of its Shares and warrants exercisable for one Share at a purchase price of $11.50 per Share on The Nasdaq Capital Market and list such
Shares and warrants on the New York Stock Exchange, effective as of the Transaction Closing (the “Re-Listing”). References
to the “Applicable Stock Exchange” shall be deemed, prior to the Transaction Closing, to be references to The Nasdaq
Capital Market and, at and after the Transaction Closing, to be references to the New York Stock Exchange.”


 


(c)          Each
reference to “The Nasdaq Capital Market” or “NASDAQ” in Sections 5(d) and 5(n) of the Subscription Agreement
is hereby replaced with “the Applicable Stock Exchange.”


 






     


     


    

 


(d)          Section 3(a)(i) shall
be amended and restated in its entirety and replaced with the following:


 


“other than in connection with the
Re-Listing, no suspension or removal from listing of the Shares on the Applicable Stock Exchange, and no initiation or threatening of
any proceedings for any of such purposes or delisting, shall have occurred, and the Shares shall be approved for listing on the Applicable
Stock Exchange, subject to official notice of issuance;”


 


(e)          Section 5(h) shall
be amended and restated in its entirety and replaced with the following:


 


“The issued and outstanding Class A
Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Class A Shares are, and the Shares will be,
listed for trading on the Applicable Stock Exchange. There is no suit, action, proceeding or investigation pending or, to the knowledge
of SVAC, threatened against SVAC by the Applicable Stock Exchange or the SEC, respectively, to deregister the Class A Shares or 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 Applicable Stock Exchange or the registration of the Class A Shares under the Exchange Act, other than
as contemplated by the Redomicile and the Re-Listing.”


 


Section 1.2          Effect
of Amendment; Counterparts. Except as specifically modified herein, the Subscription Agreement remains in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument, with the same effect as if the signatures thereto were in the same instrument.


 


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


 






    2 


     


    

 


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


 


	Name of Investor:	 	Date:  ________________, 2022
	 	 	 
	 	 	 
	 	 	State/Country of Formation or Domicile:
	 	 	 
	By:	 	 	



 


	Name:	 	 	 






	Title:	 	 	 



 






     


     


    

 


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


 


	 	SPRING VALLEY ACQUISITION
CORP.



 


		By:	 



		Name:	Christopher Sorrells



		Title:	Chief Executive Officer



 


Date:  ________________, 2022