Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-296571) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable public warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [  ], 2026.

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Between:

(1)	SPRING VALLEY ACQUISITION CORP. V, an exempted company incorporated under the laws of the Cayman Islands, 4030 Maple Avenue, Suite 500, Dallas, TX 75219, United States of America (the “Company”); and

(2)	[·] (“Indemnitee”).

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Whereas:

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**SECOND AMENDMENT TO MASTER INTERCOMPANY FACILITY AGREEMENT **

**(Ripple Labs Inc. – Pathfinder Digital Assets LLC) **

This Second Amendment to Master Intercompany Facility Agreement (this “Second Amendment”) is effective as of October 7, 2026 (the “Second Amendment Effective Date”), and amends that certain Master Intercompany Facility Agreement, dated as of November 6, 2025, between Ripple Labs Inc., a Delaware corporation (“Ripple” or the “Lender”), and Pathfinder Digital Assets LLC, a Delaware limited liability company (“Pathfinder” or the “Borrower,” and together with Ripple, the “Parties,” each, a “Party”), as amended by that certain Amendment to Revolving Loan Agreement effective as of February 11, 2026 (the “First Amendment” and, together with such Master Intercompany Facility Agreement, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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FORM OF Seller LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Green AI Cloud, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 of this Agreement, the “Sellers” and each, a “Seller”). For purposes of this Agreement, the Sellers are the holders of equity securities of the Company and any transferee who becomes a party pursuant to Section 2. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2026, by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Green AI Cloud, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, as of the date hereof, the Sellers, as the Company Shareholders, are the holders of such number of shares of Company Common Stock as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

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FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Green AI Cloud, Inc., a Delaware corporation (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, each a “Sponsor Holder” and collectively, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “Seller Holders” (each, a “Seller Holder” and collectively, the “Seller Holders”), and each of the undersigned parties listed on the signature page hereto under “Other Holders” (each, an “Other Holder” and collectively, the “Other Holders,” and each such party, together with the Sponsor Holders, the Seller Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.02, a “Holder” and collectively the “

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SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made as of October 6, 2026 by and among (i) Pioneer Acquisition I Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Green AI Cloud, Inc., a Delaware corporation (the “Company”), (iii) Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and (iv) each other holder of Purchaser Class B Ordinary Shares (or any other equity securities of the Purchaser) who becomes a party to this Agreement by executing a joinder hereto (each such Person, together with the Sponsor, a “Holder” and, collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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FORM OF SPONSOR LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and between Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made as of October 6, 2026 by and among (i) Pioneer Acquisition I Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Green AI Cloud, Inc., a Delaware corporation (the “Company”), (iii) Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and (iv) each other holder of Purchaser Class B Ordinary Shares (or any other equity securities of the Purchaser) who becomes a party to this Agreement by executing a joinder hereto (each such Person, together with the Sponsor, a “Holder” and, collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2026, by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Green AI Cloud, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, as of the date hereof, the Sellers, as the Company Shareholders, are the holders of such number of shares of Company Common Stock as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

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FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Green AI Cloud, Inc., a Delaware corporation (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, each a “Sponsor Holder” and collectively, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “Seller Holders” (each, a “Seller Holder” and collectively, the “Seller Holders”), and each of the undersigned parties listed on the signature page hereto under “Other Holders” (each, an “Other Holder” and collectively, the “Other Holders,” and each such party, together with the Sponsor Holders, the Seller Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.02, a “Holder” and collectively the “

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FORM OF SPONSOR LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and between Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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