Exhibit 10.1


 


TERMINATION AGREEMENT


 


THIS TERMINATION AGREEMENT (this
 “Agreement”) is made as of October 14, 2021, by and among Spring Valley Acquisition Corp., a Cayman Islands exempted
company (“Acquiror”), Spring Valley Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
and Dream Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS, Acquiror, Merger Sub
and the Company entered into that certain Merger Agreement, dated as of March 25, 2021 (as amended, supplemented or otherwise modified
from time to time prior to the date hereof, the “Merger Agreement”);


 


WHEREAS, pursuant to Section
10.01(a) of the Merger Agreement, Acquiror and the Company may terminate the Merger Agreement and abandon the transactions contemplated
thereby at any time prior to the Closing by mutual written consent; and


 


WHEREAS, the parties hereto
do not anticipate the mutual condition to Closing set forth in Section 9.01(g) being satisfied prior to the Termination Date and desire
to terminate the Merger Agreement pursuant to Section 10.01(a) of the Merger Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.                Termination. Pursuant to Section 10.01(a) of the Merger Agreement, the parties hereto irrevocably agree to terminate
the Merger Agreement effective as of the execution and delivery of this Agreement, with such termination, for the avoidance of doubt,
having the effect set forth in Section 10.02 of the Merger Agreement.


 


2.               Agreement. This Agreement embodies the complete agreement and understanding among the parties hereto and supersedes
and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related
to the subject matter hereof in any way.


 


3.               Miscellaneous. Sections 11.01 (Waiver), 11.02 (Notices), 11.03 (Assignment), 11.04 (Rights of Third Parties), 11.06
(Governing Law), 11.07 (Captions; Counterparts), 11.09 (Entire Agreement), 11.10 (Amendments), 11.11 (Severability), 11.12 (Jurisdiction;
Waiver of Trial by Jury), 11.13 (Enforcement) and 11.14 (Non-Recourse) of the Merger Agreement are hereby incorporated by reference herein,
mutatis mutandis.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


	 	SPRING VALLEY ACQUISITION CORP.
	 	 	 	 
	 	By:	/s/ Christopher Sorrells
	 	 	Name:	Christopher Sorrells
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	SPRING VALLEY MERGER SUB, INC.
	 	 	 	 
	 	By:	/s/ Christopher Sorrells
	 	 	Name:	Christopher Sorrells
	 	 	Title:	Chief Executive Officer



 


Signature Page to Termination Agreement


 






    


     


    

 


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



 


Signature Page to Termination
Agreement