Exhibit 10.3


 


PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


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 [●], 2021, 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”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one-half
of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share,
as set forth in the Company’s Registration Statement on Form S-l, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-253156, under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 7,000,000 warrants (and up to 600,000 additional warrants if the underwriters in the Public Offering exercise their
option to purchase additional units in full) (the “Private Placement Warrants”), each Private Placement
Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.00 per warrant, subject
to adjustment.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.  
Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.       
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private
Placement Warrants to the Purchaser.


 


B.        
Purchase and Sale of the Private Placement Warrants.


 


(i)         On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the
Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the
Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Private Placement Warrants at a price of $1.00 per
warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”). The Purchaser shall
pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the
Company at a financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each
case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date.
On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its
option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the
Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 






     


     


    

 


(ii)     
On the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or
on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-Allotment Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up
to 600,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser
number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant
for an aggregate purchase price of up to $600,000 (the “Over-Allotment Purchase Price”). The Purchaser
shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately
available funds to the Trust Account, at least one (1) business day prior to the Over-Allotment Closing Date. On the Over-Allotment
Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver
a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to
the Purchaser or effect such delivery in book-entry form.


 


C.        
Terms of the Private Placement Warrants.


 


(i)        
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and
a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)       
On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights
agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant
certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement
Warrants.


 


Section 2.      
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement
and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:


 


A.       
Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in
good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to
so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Warrant Agreement.


 






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B.         Authorization:
No Breach. The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly
authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to,
the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(i)        
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of
the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment
of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the Company
(in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule
or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 


C.        
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement
Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants,
the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register
of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise
of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws,
and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.       
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.


 


E.        
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers,
directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 






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Section 3.      
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company
(which representations and warranties shall survive each Closing Date) that:


 


A.       
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.


 


B.        
Authorization: No Breach.


 


(i)       
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)      
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject,
or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after
the date hereof under federal or state securities laws.


 


C.        
Investment Representations.


 


(i)        
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares
issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)       
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation
D under the Securities Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.


 


(iii)      
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 






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(iv)     
 The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act.


 


(v)      
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)     
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)    
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial business combination transaction, are deemed to be “underwriters” under the
Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the
Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


 


(viii)   
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk
associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities
in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current
financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)      
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth
in the Warrant Agreement.


 






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Section 4.      
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private
Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.       
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be
true and correct at and as of the Closing Date as though then made.


 


B.        
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.        
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.       
Warrant Agreement and Registration and Shareholder Rights Agreement. The Company shall have entered into the Warrant
Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto,
in each case on terms satisfactory to the Purchaser.


 


Section 5.      
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.       
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall
be true and correct at and as of such Closing Date as though then made.


 


B.        
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.        
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants
hereunder.


 


D.       
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E.        
Warrant Agreement. The Company shall have entered into the Warrant Agreement.


 






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Section 6.      
Miscellaneous.


 


A.       
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or
more of its members).


 


B.        
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C.        
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures
to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party
so signing (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).


 


D.       
Descriptive Headings: Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall
be by way of example rather than by limitation.


 


E.        
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the laws of another jurisdiction.


 


F.         
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by the parties hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement.


 


 


 


	 	COMPANY:
	 	 
	 	SPRING VALLEY ACQUISITION CORP. II
	 	 
	 	 	 
	 	By:	 
	 	Name:	Jeffrey Schramm
	 	Title:	Chief Financial Officer


 


 


	 	PURCHASER:
	 	 
	 	SPRING VALLEY ACQUISITION SPONSOR II, LLC
	 	 
	 	 	 
	 	By:	 
	 	Name:	 David Levinson
	 	Title:	 Corporate Secretary


 


[Signature page to Private Placement Warrants Purchase Agreement]


 






     


     


    

 


EXHIBIT A


 


Warrant Agreement


 






     


     


    

 


EXHIBIT B


 


Registration and Shareholder Rights Agreement