Browse EX-10 agreements

Spring Valley Acquisition Corp. V

April 28, 2026

 

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RE: Subscription Agreement for Founder Shares

 

Ladies and Gentlemen:

 

We are pleased to accept the offer Spring Valley Acquisition V Sponsor, LLC (the “Subscriber” or “you”) has made to purchase [ ] shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), [up to [    ] of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below]. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par va

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

 

Principal Amount: Up to $250,000

Dated as of April 28, 2026

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May 5, 2026

To the Board of Directors and Management of Sinda Ltd.:

We understand that Sinda Ltd. (the “Company”) will be issuing financial statements on the consolidated balance sheets of Sinda Ltd. as of December 31, 2025 and 2024 and the related consolidated statements of operations, cash flow, and changes in stockholder’s equity for the years then ended.

TEG Global GP Ltd., the general partner of Electrum Global Holdings L.P., which is the majority owner of the Company, confirms that Electrum Global Holdings L.P. or any of its affiliated entities has the ability, liquidity, solvency and intent to continue its financial support of the Company through funding of any cash flow shortage through December 31, 2027.

Very truly yours,

/s/ Andrew M. Shapiro

Andrew M. Shapiro

Director of TEG Global GP Ltd.

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Exhibit 10.20

REGISTRATION RIGHTS AGREEMENT

by and among

SINDA LTD.

and

THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO

Dated as of          , 2026

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TABLE OF CONTENTS
		PAGE
ARTICLE 1
Definitions
Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	4
ARTICLE 2
Registration Rights
Section 2.01.	Demand Registration	4
Section 2.02.	Piggyback Registration	6
Section 2.03.	Lock-Up Agreements	7
Section 2.04.	Registration Procedures	7
Section 2.05.	Indemnification by the Company	10
Section 2.06.	Indemnification by Participating Stockholders	11
Section 2.07.	Conduct of Indemnification Proceedings	11
Section 2.08.	Contribution	12
Section 2.09.	Participation in Public Offering	13
Section 2.10.	Other Indemnification	13
Section 2.11.	Cooperation by the Company	13
Section 2.12.	No Transfer of Registration Rights	13
ARTICLE 3
General Provisions

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Exhibit 10.24

ASSIGNMENT OF RIGHTS CONTRACT

(BERNABÉ SILVA SÁNCHEZ AND AGUSTÍN MESITA / EJIDO DELGADO)

(English Translation from Spanish)

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MINISTRY OF ECONOMY

COORDINATION UNIT FOR EXTRACTIVE ACTIVITIES

GENERAL DIRECTORATE OF MINES

DIRECTORATE OF THE PUBLIC REGISTRY OF MINING AND MINING RIGHTS

SUBDIRECTORATE OF THE PUBLIC REGISTRY OF MINING

Official Letter No. 610.-          05508 /2022

File No. – 404/2020

Subject: Registered document returned.

State of Mexico, October 19, 2022

MINERA ADULARIA EXPLORACIÓN,

S. DE R.L. DE C.V.

Attn: Alejandro Hernández Muñoz

Av. Nuevo León, No. 22, Int. Floor 4,

Hipódromo, C.P. 06100,

Cuauhtémoc, Ciudad de México.

By means of this letter, I hereby remit the document described below, duly registered with this Subdirectorate:

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Exhibit 10.22

AMENDMENT AGREEMENT

(English Translation from Spanish)

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AMENDMENT AGREEMENT TO A MINING EXPLORATION AND SURFACE USE AUTHORIZATION CONTRACT ENTERED INTO, ON THE ONE HAND, BY MESSRS. AGUSTIN MESITA AND J. BERNABE SILVA, IN THEIR OWN RIGHT (HEREINAFTER "THE HOLDERS"); AND ON THE OTHER HAND, MINERA DE CORDILLERAS, S. DE R.L. DE C.V., (HEREINAFTER "CORDILLERAS"), REPRESENTED IN THIS ACT BY ENGINEER JORGE MONSIVAIS GAMEZ, PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES.

R E C I T A L S

I. - Both parties declare, "THE HOLDERS" in their own right and "CORDILLERAS" through its representative:

1.- That on September 22, 2014, they entered into a Mining Exploration and Surface Use Authorization Contract (hereinafter the "CONTRACT"), with respect to the rights derived from the mining concession covering the mining lot denominated "EL MILAGRO", Title 239753 (in said instrument and hereinafter identified as the "LOT"), whose identifying data are as follows:

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Exhibit 10.23

ASSIGNMENT OF RIGHTS CONTRACT

(MINERA DE CORDILLERAS / MINERA ADULARIA EXPLORACIÓN)

(English Translation from Spanish)

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"2019, Year of the Southern Caudillo, Emiliano Zapata"

MINISTRY OF ECONOMY

Undersecretary of Mining

General Directorate of Mining

Directorate of the Public Registry of Mining and Mining Rights

Subdirectorate of the Public Registry of Mining

CERTIFIED WITH ACKNOWLEDGMENT OF RECEIPT

Official Letter No. 610.-	00983 /19
File No. – 552/2018
Subject: Registered document returned

Mexico City, March 19, 2019

MINERA ADULARIA EXPLORACIÓN, S. DE R.L. DE C.V.

Attn: Juan Manuel Coronado Ávila

Av. Paseo de las Palmas, No. 755, Int. 902,

Lomas de Chapultepec, C.P. 11000,

Miguel Hidalgo, Ciudad de México.

By means of this letter, I hereby remit the document described below, duly registered with this Subdirectorate:

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Exhibit 10.21

MINING EXPLORATION AND SURFACE USE AUTHORIZATION CONTRACT

(English Translation from Spanish)

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CONTRACT OF MINING EXPLORATION AND AUTHORIZATION FOR USE OF SURFACE EXECUTED, ON THE ONE HAND, BY MESSRS. AGUSTIN MESITA (ALSO KNOWN IN THE PUBLIC REGISTRY OF MINING AS AGUSTÍN MESITA) AND J. BERNABE SILVA SANCHEZ, IN THEIR OWN RIGHT (HEREINAFTER “THE HOLDERS”), AND ON THE OTHER HAND, MINERA DE “CORDILLERAS”, S. DE R.L. DE C.V. (HEREINAFTER “CORDILLERAS”), REPRESENTED BY ENGINEER JORGE MONSIVAIS GAMEZ, PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:

R E C I T A L S

I.- “THE HOLDERS”DECLARE IN THEIR OWN RIGHT:

1.- “THE HOLDERS” declare that they are individuals of Mexican nationality, of legal age, current in their tax obligations, and with legal capacity to enter into this contract.

2.- That Mr. AGUSTIN MESITA is registered in the Public Registry of Mining as concessionaire of the concession described below, under the name AGUSTIN MESITA, by which name he will be referred to hereinafter.

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Exhibit 10.18

STOCKHOLDERS AGREEMENT

by and among

SINDA LTD.

and

THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO

Dated as of          , 2026

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TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01.	Definitions	1
Section 1.02.	Other Interpretive Provisions	4

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

Section 2.01.	Existence; Authority; Enforceability	4
Section 2.02.	Absence of Conflicts	4
Section 2.03.	Consents	5

ARTICLE 3

GOVERNANCE

Section 3.01.	Board of Directors	5
Section 3.02.	Actions that Require Electrum Approval	6
Section 3.03.	Actions Requiring Consultation with Electrum	8
Section 3.04.	Actions that Require Independent Director Approval	8
Section 3.05.	Information; Duties	8

ARTICLE 4

TRANSFERS OF SHARES

Section 4.01.	Rights and Obligations of Affiliate Stockholders	9

ARTICLE 5

GENERAL PROVISIONS

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SINDA LTD. EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of _______, 2026 (the “Effective Date”), between SINDA LTD., a Delaware corporation (the “Company”), and Scott F. Cole (“Executive”).

WHEREAS, Executive and the Company previously entered into that certain Consulting Agreement dated January 19, 2026 (the “Consulting Agreement”);

WHEREAS, the Company desires to now employ Executive on the terms and subject to the conditions set forth herein;

WHEREAS, the Consulting Agreement will end as of the Effective Date of this Agreement;

WHEREAS, the Company and its subsidiary and affiliated companies (collectively, the “Sinda Group”) through the Company’s Mexican subsidiary, SNDA EXPLORACION, S. DE R.L. DE C.V. (“SINDA Mexico”), intend to build a silver and gold mine and processing facility in Guanajuato, Mexico (the “Facility”);

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March 5, 2026

VIA E-MAIL

1520955 B.C. LTD.

1133 Homer Street PH 4, Vancouver BC, V6B 0B1 Canada

Attn: Pieter A. van Niekerk

Pieter A. van Niekerk 1133 Homer Street PH 4, Vancouver BC, V6B 0B1 Canada

	Re:	Termination Agreement

Dear André:

Reference is made to the Consulting Services Agreement, dated March 17, 2025 (the “Consulting Agreement”), by and between 1520955 B.C. LTD. (“BC Ltd.”) and Sinda Ltd. (the “Company”) for the provision of services to the Company, including, but not limited to, Pieter A. van Niekerk (“you”) providing services to (including acting as Chief Financial Officer of) the Company up to January 31, 2026.

This letter agreement (this “Agreement”), by and between you, BC Ltd. and the Company, evidences our mutual agreement regarding the termination of the Consulting Agreement and your separation from the Company. For purposes of this Agreement, you and BC Ltd. shall individually and collectively be referred to herein as “Consultant.”

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Exhibit 10.19

INDEMNITY AGREEMENT

This Indemnity Agreement (this “Agreement”), dated as of          , 2026, is made by and between Sinda Ltd., a Delaware corporation (the “Company”), and           (the “Indemnitee”).

RECITALS

(A)

The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

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