INDEMNITY AGREEMENTIndemnity Agreement • March 17th, 2021 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and William Quinn (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 26th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Spring Valley Acquisition Corp. II 2100 McKinney Ave, Suite 1675 Dallas, TX 75201 January 26, 2021Spring Valley Acquisition Corp. II • February 16th, 2021 • Delaware
This agreement (this “Agreement”) is entered into on January 26, 2021 by and between Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 21st, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2022, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2022Warrant Agreement • September 26th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 26th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Spring Valley Acquisition Corp. II Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 11th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the
WARRANT AGREEMENT SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 17th, 2021 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 26th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2022, is entered into by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting AgreementSpring Valley Acquisition Corp. II • February 11th, 2022 • Blank checks • New York
Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
FORM OF PRIVATE WARRANT AGREEMENT between SPRING VALLEY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2022Warrant Agreement • February 11th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
RIGHTS AGREEMENTRights Agreement • March 21st, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [_________], 2022, by and between Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust, as rights agent (in such capacity, the “Rights Agent”).
Spring Valley Acquisition Corp. II Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 26th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-tenth of one Class A Ordinary Share (each, a “Right"), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a
Spring Valley ACQUISITION Corp. II 20,000,000 Units Underwriting AgreementUnderwriting Agreement • September 26th, 2022 • Spring Valley Acquisition Corp. II • Blank checks • New York
Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • January 17th, 2024 • Spring Valley Acquisition Corp. II • Blank checks
THIS AMENDMENT NO. 1 TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of January 10, 2024, by and among (i) Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), (ii) Spring Valley Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the other undersigned persons (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below).
SPRING VALLEY ACQUISITION CORP. IISpring Valley Acquisition Corp. II • March 17th, 2021 • Blank checks
