Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-296571) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable public warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [  ], 2026.

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Between:

(1)	SPRING VALLEY ACQUISITION CORP. V, an exempted company incorporated under the laws of the Cayman Islands, 4030 Maple Avenue, Suite 500, Dallas, TX 75219, United States of America (the “Company”); and

(2)	[·] (“Indemnitee”).

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Whereas:

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[●], 2026

Hall Chadwick Acquisition Corp II

CO Ascentium (Cayman) Limited,

P.O. Box 10240,

Grand Cayman KY1-1002, Cayman Islands.

	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 Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & 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 o

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Exhibit 10.4(a)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Hall Chadwick II LLC, a Cayman Islands limited liability company (the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), Representative and Hall Chadwick II LLC, a Cayman Islands limited liability company (the “Sponsor”). (The Sponsor and the Representative 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

WHEREAS, the Company has 10,500,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,500,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295214) (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 US$0.0001 per share (the “Ordinary Shares”), and one half warrant. Each whole warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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Exhibit 10.4(b)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) (the “Purchaser”).

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Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

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Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

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The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

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AIA Document A141’ 2024

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***Standard Form of Agreement Between Owner and Design-Builder
***for a Traditional Design-Build Project

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Payment Agreement

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This agreement is entered into and becomes effective as of January 18th, 2025 (the “Effective Date”) by and among:

Party A: Himile Mechanical Manufacturing (Shandong) Co., Ltd, a company incorporated under the laws of China, (hereinafter called “HIMILE”):

Company Registration: 913707856705009958

Address:

Himile Industrial Park No. 5655 Kangcheng Road, Gaomi, Shandong, China.

And

Party B: VME PROCESS ASIA PACIFIC PTE LTD., a company incorporated under the laws of Singapore, (hereinafter called “VME”):

Company Registration: 200412934R

Address:

16 RAFFLES QUAY #17-03 HONG LEONG BUILDING SINGAPORE (048581)

And

Party C: VME PROCESS INC, a company incorporated under the laws of USA, (hereinafter called “VME”):

Company Registration: 75-2857445

Address:

3733, Shiloh Road, Tyler, TX 75707 USA

WHEREAS:

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December 18, 2025

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

As agreed, VINSON SHEA HOLDINGS, LTD (“VSH”) will grant VME PROCESS INC (“VME”) a loan under the following terms and conditions:

Effective Date:	December 18, 2025 (funding date)
Amount:	$900,000 USD
Term:	60 days
Interest:	Fixed annual percentage rate of 8.5%, compounded monthly.

VME agrees to repay VSH the principal amount plus all accrued interest at the end of the term.

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Exhibit 10.4

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UNANIMOUS SHAREHOLDER AGREEMENT

AMONG:

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VME PROCESS INC.

("Shareholder 1")

- and -

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TERRY TROFIMUK

("Shareholder 2")

- and -

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VME CANADA LTD.

(the "Corporation")

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UNANIMOUS SHAREHOLDER AGREEMENT

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RECITALS

	A.	The Corporation has been duly incorporated under the laws of the Province of Alberta and is authorized to issue:

	(i)	Unlimited Class "A" Common Voting

	(ii)	Unlimited Class "B" Common Voting

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First Amendment to Loan

This First Amendment to the Personal Loan is entered into as of July 1, 2026, by and between VINSON SHEA HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $900,000 dated December 18, 2025, (the “Loan Agreement”); and

Whereas, the Lender and Borrower desire to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Term of the Loan Agreement as follows:

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