INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 23, 2020 by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2020, is made and entered into by and among Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition Sponsor, 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. Dallas, TX 75201Letter Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • 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., a Cayman Islands exempted company (the “Company”), Cowen and Company, LLC and Wells Fargo 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 Public O
WARRANT AGREEMENT SPRING VALLEY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 23, 2020Warrant Agreement • November 30th, 2020 • Spring Valley Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 23, 2020, is by and between Spring Valley Acquisition Corp., 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 • November 30th, 2020 • Spring Valley Acquisition Corp. • 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 November 23, 2020, is entered into by and between Spring Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
20,000,000 Units Underwriting AgreementSpring Valley Acquisition Corp. • November 30th, 2020 • Blank checks • New York
Spring Valley Acquisition Corp., 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.”
SPRING VALLEY ACQUISITION CORP.Spring Valley Acquisition Corp. • November 30th, 2020 • Blank checks • New York
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 (the “IPO”) of the securities of Spring Valley Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (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 Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 2100 McKinney Ave, Suite 1675, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company shall pay Sponsor or one of its affiliates a sum of $10,000 per month on the Effecti
