Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

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The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

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In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

…

INDEMNIFICATION

AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and shall become effective upon the commencement of trading of the Company’s shares of common stock on the Nasdaq stock market (the “Effective Date”). 

RECITALS

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The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

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In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

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The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

	A.	DEFINITIONS

The following terms shall have the meanings defined below:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and shall become effective upon the commencement of trading of the Company’s shares of common stock on the Nasdaq stock market (the “Effective Date”).

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

…

INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of October 5, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and shall become effective upon the commencement of trading of the Company’s shares of common stock on the Nasdaq stock market (the “Effective Date”).

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

	A.	DEFINITIONS

The following terms shall have the meanings defined below:

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition V Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC (the “Representative”), and the other undersigned parties listed under Holders on the signature page hereto (the Sponsor, the Representative, such other parties, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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**FORM OF PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT **

BETWEEN

SPRING VALLEY ACQUISITION CORP. V

AND

THE UNDERWRITERS

THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-fifth of one redeemable public warrant, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-296571 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); and

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[   ], 2026

Spring Valley Acquisition Corp. V

4030 Maple Avenue, Suite 500

Dallas, TX 75219

Re: Initial Public Offering

Ladies and Gentlemen:

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. V, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-fifth of one redeemable public warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one

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PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT

THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition V Sponsor, 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, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-fifth of one redeemable public warrant, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-296571 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); and

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**Exhibit 10.9 **

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Spring Valley Acquisition Corp. V

4030 Maple Avenue, Suite 500

Dallas, TX 75219

[        ], 2026

Spring Valley Acquisition V Sponsor, LLC

4030 Maple Avenue, Suite 500

Dallas, TX 75219

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 of the securities (the “IPO”) of Spring Valley Acquisition Corp. V (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (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 V Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 4030 Maple Avenue, Suite 500, D

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