Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [●], 2021 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”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-253156 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one Ordinary Share (such
initial public offering hereinafter referred to as the “Public Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and RBC Capital
Markets, LLC, as representatives (the “Representatives”) to the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, simultaneously with the Public
Offering, the Company’s sponsor (the “Sponsor”) will be purchasing 7,000,000 warrants (“Private
Placement Warrants”) from the Company for an aggregate purchase price of $7,000,000 up to 7,600,000 Private Placement
Warrants for an aggregate purchase price of up to $7,600,000 if the underwriters’ over-allotment option is exercised in full);


 


WHEREAS, as described in the Prospectus,
$200,000,000 of the gross proceeds of the Public Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $230,000,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the
Public Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company
will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ option to purchase additional units is
exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the
Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 






     


     


    

 


NOW THEREFORE, IT IS AGREED:


 


1.            
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account
established by the Trustee in the United States at J.P. Morgan Chase Bank N.A., (or at another U.S. chartered commercial bank with
consolidated assets of $100 billion or more) in the United States, maintained by Trustee and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States
government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity
of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become
part of the “Property,” as such term is used herein;


 


(e)              
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to
any Property requiring action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting
all receipts and disbursements of the Trust Account;


 


(i)                Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of
a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account, including interest and other income earned on the funds held in the
Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay
dissolution expenses) only as directed in the Termination Letter and the other documents referred to therein, or
(y) upon the date which is the later of (1) 24 months after the closing of the Public Offering and (2) such later date
as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B and the Property in the Trust Account, including interest and other income earned on the funds held in the Trust
Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay
dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and
agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;


 






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(j)               
Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the
Trust Account and distribute to the Company the amount of interest and other income earned on the Property requested by the Company
to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the
Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal
amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall
be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee
shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay
redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles
of association; and


 


(l)               
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i),
(j) or (k) above.


 


2.            
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)               Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial
Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j)
or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the
persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in
writing;


 






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(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any
and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any interest and other income earned on the Property, except for expenses and losses
resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;


 


(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i)
through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee
at the consummation of the Public Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b)
hereof;


 


(d)              
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e)              
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)                Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit
A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred
Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to
any transfer of the funds held in the Trust Account to the Company or any other person;


 






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(g)              
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement;


 


(h)              
If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with its Business Combination
or to redeem 100% of the Company’s Ordinary Shares if it has not completed a Business Combination within 24 months from the
closing date of the Public Offering or (B) with respect to any other provision relating to the rights of holders of the Ordinary
Shares (in each case, an “Amendment”), the Company will provide the Trustee with an amendment notification
letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who
exercise their redemption option in connection with such Amendment; and


 


(i)               
Within five (5) business days after the Underwriters exercise their option to purchase additional units (or
any unexercised portion thereof) or such option to purchase additional units expires, provide the Trustee with a notice in writing
of the total amount of the Deferred Discount.


 


3.            
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document
other than this Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee
shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or
defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to
pay any expenses incident thereto;


 


(d)              
Change the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)              
Refund any depreciation in principal of any Property;


 


(f)               
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;


 






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(g)             
 The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to
be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)              
Verify the accuracy of the information contained in the Registration Statement;


 


(i)               
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the
Company is as contemplated by the Registration Statement;


 


(j)               
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;


 


(k)              
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated
by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)               
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant
to Sections 1(i), 1(j) or 1(k) hereof.


 


4.            
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.            
Termination. This Agreement shall terminate as follows:


 


(a)               If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this
Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and
has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account
to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company
does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United
States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or


 






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(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance
with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.            
Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it
has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including,
account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument. 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).


 


(c)               This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or
deleted without the affirmative vote of at least fifty percent (50%) of the then outstanding Ordinary Shares and Class B
ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such
amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with
a shareholder vote to amend this Agreement (A) to modify the substance or timing of the Company’s obligation to provide
for the redemption of the Ordinary Shares in connection with an initial Business Combination or an Amendment or to redeem
100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified
in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other
provision relating to the rights of holders of the Ordinary Shares), this Agreement or any provision hereof may only be
changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto.


 






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(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New
York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY
WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:       Francis Wolf & Celeste Gonzalez

Email:    fwolf@continentalstock.com 


               cgonzalez@continentalstock.com


 


if to the Company, to:


 


Spring Valley Acquisition Corp. II


2100 McKinney Ave, Suite 1675


Dallas, TX 75201

Attn:       Jeffrey Schramm

Email:     jeff.schramm@sv-ac.com


 


in each case, with copies to:


 


Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn:      Matthew Pacey

               Christian O. Nagler

E-mail:  matt.pacey@kirkland.com

               cnagler@kirkland.com


 






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and


 


Citigroup Global Markets Inc.

388 Greenwich Street


New York, New York 10013


Attn:     General Counsel


Fax:      (646) 291-1469






and


 


RBC Capital Markets, LLC

200 Vesey Street, 8th Floor


New York, New York 10281


Attn.:     Equity Syndicate


Email:    equityprospectus@rbccm.com


 


and


 


Shearman & Sterling LLP


599 Lexington Avenue


New York, New York 10022

Attn.:     Ilir Mujalovic


              William
B. Nelson
 


(f)               
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.


 


(g)              
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to
the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)              
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement
by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(i)               
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters
are third-party beneficiaries of this Agreement.


 


(j)               
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder
to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
		By:	
		Name:  	Francis Wolf
		Title:	Vice President




 


	 	SPRING VALLEY ACQUISITION CORP. II
	 	 	 
		By:	
		Name:  	Christopher Sorrells
		Title:	Chief Executive Officer




 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i),(j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Managing the deposits of additional Property into the Trust Account following the initial extension 24 months after closing of the offering pursuant to Section 1(i)	 	Billed to Company monthly upon delivery of service pursuant to Section 1(i) 	 	$	400.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1 	 	 	Prevailing rates  	 



 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Spring Valley Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (the
 “Trust Agreement”), this is to advise you that the Company has entered into an agreement with                     
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours
in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the
 “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Representatives (with respect
to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds
are on deposit in said trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, neither the Company nor the
Representatives will earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the
Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate
by the Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the
Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint
written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust
Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you
will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the
Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of
any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated.


 






     


     


    

 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Spring Valley Acquisition Corp. II
	 	 
		By:	
		Name:  	
		Title:	




 


cc:     Citigroup Global Markets Inc. and RBC Capital Markets,
LLC


 






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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Spring Valley Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a target business (the “Business Combination”) within the time frame specified in the
Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating
to the Public Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
the trust operating account at J.P. Morgan Chase Bank N.A. to await distribution to the Public Shareholders. The Company has selected
                    
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit
in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree
to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Spring Valley Acquisition Corp. II
	 	 
		By:	
		Name:  	
		Title:	




 


cc:     Citigroup Global Markets Inc. and RBC Capital Markets,
LLC


 






    15


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Spring Valley Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company $                    
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours, 
	 	 
	 	Spring Valley Acquisition Corp. II 
	 	 
		By:	
		Name:  	
		Title:	




 


cc:     Citigroup Global Markets Inc. and RBC Capital Markets,
LLC


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Shareholder Redemption Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Spring Valley Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders
$                    
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust
Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds
of the Trust Account to the trust operating account at [●] for distribution to the shareholders that have requested redemption
of their shares in connection with such Amendment.


 


	 	Very truly yours, 
	 	 
	 	Spring Valley Acquisition Corp. II 
	 	 
		By:	
		Name:  	
		Title:	




 


cc:     Citigroup Global Markets Inc. and RBC Capital Markets,
LLC