JOHN M. EUSTERMANN

541-***-****/208-***-****

act05c@r.postjobfree.com

An accomplished, results driven, versatile executive, and active Senior Leadership Team (SLT) member with a proven track

record of crafting pragmatic solutions, aligning functional resources, building and inspiring the collaboration and teamwork

necessary to guide high growth companies through complex transactions and transitions. Highly regarded as an insightful,

confident, adaptable and even-keeled leader with solid experience developing first-in-kind legal and HR teams and depts. for

rapidly-growing companies.

As General Counsel (GC) & Corporate Compliance and Ethics (C&E) Officer of NuScale Power, LLC, a Corvallis, OR

based manufacturer of small modular reactors, responsible for all legal representation of NuScale, development of the C&E

program and legal team. Previously, Sr. VP, GC & Secretary to Harvest Power, Inc., a VC-backed, rapidly-growing organic

waste-to-energy/mulch (150+ SKUs) company in US/Canada; again, responsible for all legal matters including

creation/development of Legal and HR depts. and actively leading and participating in all Legal/HR strategies and activities.

PROFESSIONAL EXPERIENCE

NuScale Power, Inc. Corvallis, OR

General Counsel & Corporate Compliance and Ethics Officer 1/2015 to date

Responsible for all legal

representation of NuScale Power, LLC and member of NuScales SLT.

As Companys first GC,

developed legal department and legal budget from ground up, including policies, procedures, work request and

through-put protocol(s), legal expectations and overall department infrastructure with enterprise-wide MS SharePoint

access to all legal services from NuScales 5 offices in both US and Europe.

Designed/implemented Ethics

and Compliance Program/training also with FCPA, TPCC & Anti-bribery policies.

Legal team includes Sr. IP

counsel, Regulatory counsel, and Export Control (EC) manager and paralegals.

Work closely with

departmental-lead clients in HR, Accounting/Finance, Marketing, Licensing, Procurement, Operations and

Engineering; meet weekly with each on Task Status Dashboard Review ensuring legal team value.

In addition to negotiated,

transaction-specific documents, have developed key document templates for deal-flow efficiency, term

standardization and internal legal training; Negotiate/draft NDAs, MOUs, FRPs/RFQs, Master Staffing (direct

hire/temp), Master Services Agmts., Master Fuel Supply Agmts., Joint Development Agmts., Governmental

Cooperative Agmts., Sub-Award Agmts., EULA(s) and other transaction documents and agreements.

Intimately involved in all IP

issues including patents (NuScale has 190+), trademarks, copy rights, trade secrets; the licensing and protection of

the same including CI/Prop I/II data and ECI for ITAR/EAR and 810 compliance.

Work closely with CFO on Unit

(security) issuance, option issuance and cap table and Sec. Reg. compliance.

With HR, manage all

employment matters for full/part time and temp. hires & contractors, including compensation, options, offers and on-

boarding, dismissal/termination and claims/investigations.

As needed, manage outside counsel to assure valuable, consistent, and cost-effective service that meets quality and

budgetary expectations effectively, the company is a better consumer of legal services.

Harvest Power, Inc. Waltham, MA

Sr. VP, General Counsel and Secretary 2011 to 7/2014

Member of Harvest Powers SLT and strategic advisor to CEO, SLT, and Board of Directors (BOD).

Developed Legal & HR Depts., including budgets, policies & procedures. Drafted Employee. Policy/Proc. Manual

for US/Canada; led team/culture development fostering innovation, human capital strategy/needs assessments, legal

work requests, including creation of service/growth infrastructure (forms, templates, job/legal training, performance

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

reviews, personnel on-boarding and retention, outside legal/misc. services procurement), making Harvest a strategic

processor of legal, HR & corp. risk. These activities supported SLT-created & BOD approved strategy/business plan.

Negotiated, drafted, and managed legal aspects for all corp. transactions (e.g. Project Development activities (e.g.

BOO, PPPs, financing, real estate, construction, PPPs, environmental permitting), Equity raises, Securities, IP

matters (e.g. trademarks, licensing, branding), Acquisitions-stock/asset, Product Development (e.g. labeling, co-

brand/pack arrangements, reseller/distribution agreements and environ. reg. compliance), Litigation/ADR matters

and Corp. Governance); and HR matters (e.g. employment, separation, compensation, 360 reviews, corporate

training, newsletter and collect. barg. matters in US/Canada). Trained and delegated as necessary and sensible.

Supported BOD and BOD committees; Created BOD best practices-including Authority Matrices, C&E program,

Compensation, Audit and Corp. Risk Committee charters meeting governance & pre-IPO standards/company needs.

Actively managed outside counsel, Insurance advisors and other service providers to ensure value, cost and quality.

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

Stoel Rives, LLP Boise, ID

Partner, Business Services/Energy Practice Groups 2007 to 2011

By leveraging technology, worked remotely from Boise to effectively represent public and private clients in

the clean-tech industry, the bio-tech industry and renewable energy/fuel space (solar/wind/biomass), particularly with

regard to project and technology development/finance and then on-going general corporate representation.

Strategic legal advisor to clientscounselling them through product/project development, securing

technology, product production & distribution & off-take/sales, and marketing transactions both nationally and

internationally.

Negotiated and drafted: (i) SPE structure, creation and corp. governance/maintenance; (ii) Private placements

and equity raises (iii) Technology Licenses/Joint Development Agmts, Clinical Trial Agmts, CRADAs with national

labs, Technology Transfer Agmts., Cooperative Agmts (Gov. Grants/funding) and pre-definitive deal documents such

as RFPs/RFIs, NDAs, LOIs, MOUs and Term Sheets; (iv) Acquisitions (both Stock and Asset transactions); (v)

Documents to secure real property (options, acquisition, leases and easements); (vi) Corporate and project finance

facilities (i.e. credit agmts. and security documents); (vii) Project development documents (EPCs, feedstock supply,

off-takes (PPAs, Nat Gas Sales, Interconnection Agmts.) and O&M Agmts.; (viii) Construction, Engineering Services

and inter-company agmts. (design services, construction management and construction contracts including design-

bid-build, design-build, CM-at-Risk, Fast and EPC); (ix) All forms of equipment leasing, sales, distribution and

servicing agmts.

Structured post-closing debt transactions in accordance with client lender covenants and obligations.

Holland & Hart, LLP Boise, ID

Attorney, Corporate and Transaction Practice Group 2003 to 2007

Counselled privately-held, emerging-growth company clients in the bio and healthcare space. Negotiated, drafted

and counselled: (i) corporate entity formation documentation and corporate goveranance; (ii) Private Placement and

exempt security offerings, Public company reporting; (iii) IP-related matters (technology licenses (i.e. EULAs),

trade/service marks, trade secrets, invention assignments, Clinical Trial Agreements, CRADAs with multiple national

labs, NDAs, Technology Licenses and Tech. Transfer Agmts.), (iv) M&A transactions; (v) critical-path project

development documents such as EPC contracts, Feedstock and Off-take Agmts., Risk Management Agmts.,

Engineering Services Agmts., and Technology Licenses; (vi) financing documentation for both debt and equity

components such as construction/term loans (project financings) and Private Placement Memorandums; (vii) all

forms of real estate documentation (working with local counsel, as necessary); (viii) Co-pack/Co-brand and Product

Development Agmts.; (ix) Letters of Intent, Memorandums of Understanding, Term Sheets and (x) represented

physicians in contractual matters (practice entity structure, HR matters) and compliance matters (Anti-kickback,

Stark I, II & III, HIPPA). Led ADR activities on multiple IP-related & contractual disputes, including support on

several large litigation matters.

Hawley, Troxell, Ennis & Hawley Boise, ID

Attorney, Corporate and Transaction Practice Group 2000 to 2003

Counselled privately-held, emerging-growth companies in the bio and healthcare space on various legal and

business matters including entity formation, equity raises (private placement memorandums (PPMs)), IP-related

matters (technology licenses (EULAs), trade/service marks, trade secrets, Invention Assignments, CRADAs &

NDAs), Non-competition Agmts., Consulting Agmts. and other employment matters and compliance. Continued

representing physicians, healthcare entities and emerging growth/tech companies in the healthcare space with product

development, employment issues, general corporate and regulatory compliance matters. Led ADR activities on a

number of IP-related contractual disputes.

Hutchison, Hammond & Walsh Portland, OR

Attorney 1995 to 2000

Counselled privately-held, emerging-growth companies in the bio and healthcare space on various legal and

business matters including entity formation, equity raises (private placement memorandums (PPMs)), IP-related

matters (technology licenses (EULAs), trade/service marks, trade secrets, Invention Assignments, CRADAs &

NDAs), Non-competition Agmts., Consulting Agmts. and other employment matters and compliance. Represented

physicians, healthcare entities and emerging growth/tech companies in the healthcare space with product

development, employment issues, general corporate and regulatory compliance matters. Led ADR activities on a

number of IP-related contractual disputes.

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

EDUCATION, BAR ADMISSIONS AND PROFESSIONAL CREDENTIALS

Seattle University School of Law Seattle, WA

Doctor of Jurisprudence (JD) 1994

University of Notre Dame South Bend, IN

Masters of Business Administration (MBA) - Finance 1989

Graduate Assistant Strength and Conditioning Coach,

Notre Dame Athletic Department 1987 - 1988

Bachelor of Arts (BA) - Philosophy 1987

UND Varsity Track Javelin - 4th 1986 Intercollegiate Natl. Championships 1984 -1988

State Bar Memberships

Admitted (by Bar examination not by reciprocity) to practice in California, Washington, Oregon and Idaho.

Admitted (by reciprocity) to practice in Massachusetts (in-house capacity).

Professional Credentials

Listed in Best Lawyers in America, 2009-2011

Chair, Terralex Intl Energy Practice Group (network of over 15,000 international lawyers), 2008-2011

Selected as one of Americas Leading Lawyers for Business (Idaho) by Chambers USA (Natural Resources and

Environment), 2008-2011

Chair, Idaho Strategic Energy Alliance Economic Development and Finance Task Force, as appointed by Idaho

Governor Butch Otter, 2008-2011

Member, Leadership Boise, 2006-2007

Board of Directors, Opera Idaho, 2005-2006

Member, Boise Metro Economic Development Council, Venture Capital Steering Committee, 2004-2005

Board of Directors, Family Advocate Program of Idaho, 2003-2005

Recipient, Idaho Business Reviews Accomplished 40 Under 40 Award, 2002

SIGNIFICANT TRANSACTIONS

(AS OF 2011, WHEN TRANSITIONED TO IN-HOUSE WITH HARVEST POWER)

Created and developed the Compliance and Ethics programs at two emerging growth companies.

Negotiated $30+ Million Fuel Supply Agreement with French counterparty

Negotiated Joint Development Agreement with Chinese counterparty

Assisted with Management of $210+ and 2 nd $31M Fed. Gov. Award(s) and Cooperative Agreement flow

downs

$40+ Million acquisition of consumer bagged products company

$20+ Million Project Financing for mixed organic input biogas facility

$25+ Million EPC for 3.2 MW mixed organic input biogas facility

$110+ Million Series C financing (from due diligence to close, working with CFO and I Bankers throughout)

$40+ Million acquisition of recycling and landscape products company and associated financing

$1+ Million acquisition of recycling and landscape products company

$2+ Million acquisition of recycling and landscape products company

$6+ Million Canadian Subsidiary-level refinancing

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

$20+ Million Secured Debt Facility and subsequent amendment and takeout of the same

$10+ Million acquisition of recycling and landscape products company and associated financing

Negotiated favorable settlement of significant IP litigation with industry leading, publicly traded major

competitor

SPEAKING ENGAGEMENTS AND PUBLICATIONS

External Speaking Engagements and Presentations

(FROM 2009 UNTIL TRANSITIONED TO IN-HOUSE WITH HARVEST POWER)

Moderator, Southeast Biomass Conference and Expo, BBI International, Atlanta, Georgia, November, 2010

Panelist, What Does A Viable Biomass Project Look Like, BBI International, Northeast Biomass Conference

and Expo, Atlanta, Georgia, November, 2010

Pre-summit Workshop Chairman, Biomass Finance and Investment Summit, conference, Infocast, Washington,

D.C., September, 2010

Moderator, Northeast Biomass Conference and Expo, BBI International, Boston, Massachusetts, August, 2010

Conference Chairman, Waste-to-Energy Finance and Investment Summit conference, Infocast, San Diego,

California, July 22-24, 2010

Moderator, Finance Track: Take It to the Bank; 2010 Solar Summit, Greentech Media, Inc., Phoenix, Arizona,

March 30-31, 2010

Panelist, Elements of Biopower Success; speaker, Anaerobic Digestion and Waste to Energy, Renewable

Energy World Conference & Expo North America, Austin, Texas, Feb. 23-25, 2010

Speaker, Successfully Bringing a Project to Commercial Operations; The Resurgence of Biomass Facilities:

What You Need to Know to Develop, Permit and Finance Your Project, World Ag Expo, Tulare, California, Feb. 9,

2010

Moderator, Getting Started: Site Selection, Feedstock Assessments, and Fatal Flaw Analysis ; Building

Momentum: PPAs, EPC Contracts and Project Readiness, Pacific West Biomass Conference & Expo, a Biomass

Magazine event, Sacramento, California Jan. 11-13, 2010

Presenter, Advanced Biofuels: What Are the Commercial Possibilities? Why All the Interest in Algae ? The

Energy Daily and Clean Energy Daily webinar, Aug. 2009

Co-presenter, Bring Energy Home: Understanding Alternative Energy Economic Development Opportunities,

PNEDC Economic Development Leadership Summit E3: The Next 50 Years in Economic Development, Energy and

Entrepreneurship, Boise, Idaho Jul. 12-16, 2009

Presenter, Alternative Feedstocks and Co-Location Arrangements, International Fuel Ethanol Workshop &

Expo, Denver, Colorado Jun. 15-18, 2009

Co-presenter, Deal Structure Finance - Developing the Project with Financing in Mind, CLE International:

Renewable Energy Finance, Denver, Colorado Feb. 18, 2009

Presenter, Financing the Future, Northwest Energy Innovations Summit, Boise, Idaho Jan. 2009

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

Publications/Articles

(FROM 2009 UNTIL TRANSITION TO IN-HOUSE WITH HARVEST POWER)

Project Planning and Timing, Biomass Magazine, Dec. 2010

Key Provisions in Process Technology Licensing, Industrial Biotechnology, Dec. 2010

Managing Construction Schedule Risk, Biomass Magazine, Jun. 2010

Funding Second Generation Biofuel Projects, Industrial Biotechnology, 6(2): 78-84, Apr. 2010

Creditworthiness Key to Biomass Project Success, Biomass Magazine, Mar. 2010

Avoiding Risks When Allocating Risk in Key Project and Transaction Documents, Biofuels Canada, 2010

Consider All Financing Options in the Global Green Economy, Biomass Magazine, Dec. 2009

Quoted in Lisa Gibsons Securing Strategic Investors, Biomass Magazine, Nov. 2009

Quoted in Anna Austin and Lisa Gibsons In Pursuit of Loot, Biomass Magazine, Sept. 2009

Project Development: Back-to-the-Basics, Biomass Magazine, Sep. 2009

Dont Overlook Biomass Stimulus in Farm Bill, Biomass Magazine, Jun. 2009

Quoted in Bryan Sims, Coming Clean, Ethanol Producer Magazine, Apr. 2009

Supply-Side Considerations of a Biomass Development, Bioenergy Canada, Apr. 2009

Loan Guarantees Under the American Recovery & Reinvestment Act of 2009, Biomass Magazine, Apr. 2009

Coauthor, Renewable Energy Aspects - American Recovery & Reinvestment Act, Biofuels Intl, Mar. 2009

Document Review in the Face of Plant Optimization Activities, Bioenergy Canada, Feb. 2009

Managing Contractual Relationships in a Turbulent Economy, Biomass Magazine, Jan. 2009

As Partner with Stoel Rives, LLP was active contributor and in some cases co-editor to the Law of Series of

publications which included, among others, The Law of Algae; The Law of Biofuels; The Law of Biomass; The Law of

Biorefineries and Advanced Biofuels; Lava Law - Legal Issues in Geothermal Energy Developments ; Lex Helius: The

Law of Solar Energy; The Law of Marine and Hydrokinetic Energy; and The Law of Wind

See http://www.stoel.com/resources.aspx

JOHN M. EUSTERMANN EUGENE, OR RESUME 2016

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