Exhibit 10.5


 


SPRING VALLEY ACQUISITION CORP. II


2100 McKinney Ave, Suite 1675


Dallas, TX 75201


[●], 2021


 


Spring Valley Acquisition Sponsor II, LLC


2100 McKinney Ave, Suite 1675


Dallas, TX 75201


 


Ladies and Gentlemen:


 


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. II (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 II, 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 Effective Date and continuing monthly
thereafter until the Termination Date. Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind
(a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”)
that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a
result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the
Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


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


 


The parties may not
assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement
shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving
effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This letter agreement
may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this letter agreement. Signatures to this letter 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).


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,




 


	 	SPRING VALLEY ACQUISITION CORP. II




 


	 	By:	 




	 	 	Name:  Jeffrey Schramm




	 	 	Title:    Chief Financial Officer





 


[Signature Page
to Administrative Services Agreement]





 



     


     


    




 


AGREED TO AND ACCEPTED BY:


 


SPRING VALLEY ACQUISITION SPONSOR II, LLC


 


	By:		 




	 	Name:  David Levinson	 




	 	Title:    Corporate Secretary	 





 


[Signature Page
to Administrative Services Agreement]