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”).
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”).
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 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.”
Spring Valley Acquisition Corp. II Dallas, TX 75201 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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
