Spring Valley Acquisition Corp. V Sample Contracts
FORM OF PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT BETWEEN SPRING VALLEY ACQUISITION CORP. V AND THE UNDERWRITERSPrivate Placement Warrant Subscription Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition V Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC (the “Representative”), and the other undersigned parties listed under Holders on the signature page hereto (the Sponsor, the Representative, such other parties, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENTWarrant Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated [●], 2026, is by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Spring Valley Acquisition Corp. VAdministrative Support Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Spring Valley Acquisition Corp. V (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spring Valley Acquisition V Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 4030 Maple Avenue, Suite 500, Dallas, TX 75219 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $75,000 per month on the Effective Date and continuing monthly thereafter un
Spring Valley Acquisition Corp. V Dallas, TX 75219 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks
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. V, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-fifth of one redeemable public warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2026 • Spring Valley Acquisition Corp. V • Blank checks
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”).
Spring Valley Acquisition Corp. VSubscription Agreement • June 8th, 2026 • Spring Valley Acquisition Corp. V • New York
We are pleased to accept the offer Spring Valley Acquisition V Sponsor, LLC (the “Subscriber” or “you”) has made to purchase [ ] shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), [up to [ ] of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below]. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and art