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Browse EX-10 agreements

1,682 matching material contract exhibits.


EX-10.4

NSCALE Ltd

NscaleLimitedEmployeeSharePlan

AdoptedbytheBoardon11July2024,asamendedon19August2025,14January2026,18May 2026 and 11 September 2026


Tableofcontents

1 Definitionsandinterpretation 1
2 AdministrationofthePlan 4
3 EligibleParticipants 4
4 Grantof Awards 5
5 ExerciseofOptions 8
6 RightsattachingtoOptionsandRestrictedShares 9
7 NointerestinSharesunderOption 10

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EX-10.4·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.11

NSCALE Ltd

Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted.

Exhibit 10.11

AMENDED & RESTATED EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), executed as of 13 January 2025 and taking effect for all purposes as of 26 August 2024 (the “Effective Date”), between NScale Operations B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid (“Employer”) and Ron Huisman (“Employee”).

WHEREAS, the parties hereto entered into an employment agreement on 2 July 2024, as amended with effect from 26 August 2024 (the “Initial Effective Date”) whereby the Employer employed the Employee in the position of Chief Financial Officer of the Nscale Group, as more particularly set forth therein (the “Initial Agreement”).

WHEREAS, the parties now desire to enter into this Agreement to amend and restate the Initial Agreement on the terms and conditions set forth herein.

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EX-10.11·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.21

NSCALE Ltd

Exhibit 10.21Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted.EXECUTION VERSION

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EX-10.21·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.13

NSCALE Ltd

Execution Version

SIXTH AMENDMENT, WAIVER AND CONSENT TO

CREDIT AND SECURITY AGREEMENT AND GUARANTY AND JOINDER

This Sixth Amendment, Waiver and Consent to Credit and Security Agreement and Guaranty and Joinder (this “Amendment”) is entered into as of May 12, 2025, by and among ARKON ENERGY US HOLDCO LLC (formerly known as Arkon Energy Ohio LLC), a Delaware limited liability company (“Arkon US Holdco”), NSCALE ABLES SPRINGS LLC, a Delaware limited liability company (formerly known as Arkon Energy Ables Springs LLC), ARKON ENERGY LAVON LLC, a Delaware limited liability company, NSCALE UNION VALLEY LLC, a Delaware limited liability company (formerly known as Arkon Energy Union Valley LLC), NSCALE HOLDINGS B.V. (formerly known as Arkon Energy Investment B.V.), a Dutch besloten vennootschap met beperkte aansprakelijkheid (“NScaleHoldings”), NSCALE AS, a company incorporated in Norway (“NScale”), NSCALE DRIFT AS, a company incorporated in Norway (“Drift”), NSCALE GLOMFJORD AS, a company incorporated in Norway (“Glomfjord”; together with NScale Holdings, NScale, Drift and Arkon US Hol

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EX-10.13·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.15

NSCALE Ltd

Execution Version

Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted.

AMENDMENT NO. 1 TO CREDIT AGREEMENT

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EX-10.15·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.22

NSCALE Ltd

Execution VersionCertain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted

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EX-10.22·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.3

NSCALE Ltd

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of _____________, 2026 between NSCALE LIMITED, a company incorporated in England and Wales with company number 16925886 (the "Company"), and _____________(the "Indemnitee").

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve companies as directors or in other capacities unless they are provided with adequate protection through insurance and/or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the company;

WHEREAS, the Board of Directors of the Company (the "Board") has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities;

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EX-10.3·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.14

NSCALE Ltd

Execution Version

Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted.

CREDIT AGREEMENT

dated as of February 11, 2026,

among

NSCALE SERVICES UK LTD,

as the Initial Borrower,

CERTAIN SUBSIDIARIES OF THE INITIAL BORROWER PARTY HERETO,

as Subsidiary Guarantors and Additional Borrowers,

THE LENDERS PARTY HERETO,

GLOBAL LOAN AGENCY SERVICES LIMITED,

as Administrative Agent,

GLAS TRUST CORPORATION LIMITED,

as Collateral Agent,

GOLDMAN SACHS LENDING PARTNERS LLC, as Lead Arranger, and

the Specified Swap Counterparties party hereto solely for purposes of Sections 7.04, 7.05 and 9.08


TABLE OF CONTENTS

Page

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EX-10.14·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.12

NSCALE Ltd

Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted.

Execution Version

AMENDMENT AND RESTATEMENT AGREEMENT

DATED 22SEPTEMBER 2025

FOR

NSCALE DRIFT II HOLDINGS LTD

AS BORROWER

WITH

MACQUARIE BANK LIMITED (LONDON BRANCH)

ACTING AS AGENT

AND

MACQUARIE BANK LIMITED (LONDON BRANCH)

AS SECURITY AGENT

AND

MACQUARIE BANK LIMITED (LONDON BRANCH)

AS ISSUING BANK

RELATING TO A SENIOR FACILITY

AGREEMENT

ORIGINALLY DATED 12 JUNE 2025


CONTENTS

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EX-10.12·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.18B

NSCALE Ltd

Exhibit 10.18(b)

Execution Version

AMENDMENT NO. 2 TO REVOLVING CREDIT AND GUARANTY AGREEMENT

This AMENDMENT NO. 2 TO REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 30, 2026 (this “Amendment”), is entered into by and among NSCALE GLOBAL HOLDINGS LIMITED, a private limited company incorporated and registered in England and Wales with a company number 15749408 and having its registered office address at C/O Zedra Booths Hall, Booths Park 3, Chelford Road, Knutsford, Cheshire, United Kingdom, WA16 8GS, as the borrower (the “Borrower Representative”), the Amendment No. 2 Incremental Revolving Loan Lenders, the Issuing Banks, JPMORGAN CHASE BANK, N.A. (or any of its designated branch offices or affiliates), as administrative agent (in such capacity, together with any permitted successor agent, the “Administrative Agent”) under the Loan Documents and GLAS Americas LLC, as collateral agent (in such capacity, together with any permitted successor agent, the “Collateral Agent”) under the Loan Documents.

W I T N E S S E T H:

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EX-10.18B·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.24

NSCALE Ltd

Execution Version

Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. [***] indicates that information has been redacted.

CREDIT AGREEMENT

dated as of August , 2026

among

NSCALE NC BORROWER SPV, LLC,
as the Borrower,

NSCALE SERVICES US INC.,
as the Affiliate Guarantor,

THE LENDERS PARTY HERETO,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Administrative Agent,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Agent,

and

GOLDMAN SACHS BANK USA and

JPMORGAN CHASE BANK, N.A.
as Joint Lead Arrangers, Joint Bookrunners and Co-Structuring Agents,


TABLE OF CONTENTS

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EX-10.24·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET

EX-10.6

NSCALE Ltd

NSCALE LIMITED

2026 EMPLOYEE STOCK PURCHASE PLAN

Article I.

PURPOSE

The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company.

The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries but shall not be inten

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EX-10.6·S-1·CIK 2110365·ACC 0001193125-26-395475·Filed Sep 18, 2026, 15:44 ET