Exhibit 10.10


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2022, 2022, is made and entered into by
and among NuScale Power Corp., a Delaware corporation (formerly known as Spring Valley Acquisition Corp., a Cayman Islands exempted corporation)
(the “Company”), Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor
Parent”), SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned parties listed under Holder or New Holder on the signature pages hereto (each such party, together with the Sponsor
and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder,”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, the Company,
Spring Valley Merger Sub, LLC, a Delaware limited liability company, and NuScale Power, LLC, an Oregon limited liability company (“NuScale”),
have entered into that certain Agreement and Plan of Merger, dated as of December 13, 2021 (as amended or supplemented from time to time,
the “Merger Agreement,” and the transactions contemplated thereby, the “Business Combination”);


 


WHEREAS, pursuant to
the transactions contemplated by the Merger Agreement, the Company domesticated as a Delaware corporation and, as a result, the Sponsor
holds (i) Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (ii) warrants
to purchase Common Stock at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”);


 


WHEREAS, the Company
and the Sponsor Parent entered into that certain Registration and Shareholder Rights Agreement, dated as of November 23, 2020 (the “Original
RRA”);


 


WHEREAS, certain of
the holders designated as New Holders on the signature pages hereto (the “New Holders”) will have the right,
in certain circumstances, to receive Class A common stock, par value $0.0001 per share, of the Company upon exchange of the New Holders’
Company Common Units (as defined in the Merger Agreement) and Acquiror New Class B Stock (as defined in the Merger Agreement) (such Class
A common stock received by the New Holders upon exchange is referred to as, the “Business Combination Shares”);
and


 


WHEREAS, pursuant to
Section 6.8 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of the Company and the holders of at least a majority in interest of the “Registrable Securities” (as such term is
defined in the Original RRA) at the time in question; and


 


WHEREAS, in connection
with the execution of this Agreement, the Company and the Sponsor Parent desire to amend and restate the Original RRA in its entirety
as set forth in this Agreement, and to include the recipients of the Business Combination Shares identified herein.


 


NOW, THEREFORE,
in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 






     


     


    

 


Article
1 

DEFINITIONS


 


1.1             
Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the
respective meanings set forth below:


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Block Trade”
means any non-marketed underwritten offering taking the form of a block trade to a financial institution, QIB or Institutional Accredited
Investor, bought deal, over-night deal or similar transaction that does not include “road show” presentations to potential
investors requiring substantial marketing effort from management over multiple days, the issuance of a “comfort letter” by
the Company’s auditors, and the issuance of legal opinions by the Company’s legal counsel.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“Business Combination
Shares” shall have the meaning given in the Recitals hereto.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close.


 


“Closing Date”
shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.2.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.2.1.


 


“Effectiveness
Period” is defined in Section 3.1.2.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
means a Registration Statement on Form S-1.


 


“Form S-3”
means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time.


 






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“Holder”
and “Holders” shall have the meaning given in the Preamble.


 


“Institutional
Accredited Investor” means an institutional “accredited investor” as defined in Rule 501(a) of Regulation D
under the Securities Act.


 


“Joinder”
shall have the meaning given in Section 6.2.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.3.


 


“Merger Agreement”
shall have the meaning given in the Recitals hereto.


 


“New Holders”
shall have the meaning given in the Recitals hereto.


 


“NuScale”
shall have the meaning given in the Recitals hereto.


 


“Original RRA”
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean (a) the members of a Holder’s immediate family (for purposes of this Agreement, “immediate family” shall
mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her
spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses
and siblings), (b) any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder, (c) if a Holder is a
trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (d) any officer, director, general
partner, limited partner, shareholder, member, or owner of similar equity interests in a Holder or (e) any affiliate of a Holder or the
immediate family of such affiliate.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.4.1.


 


“Pro Rata”
shall have the meaning given in Section 2.3.


 


“QIB”
shall mean a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.


 


“Registrable
Securities” shall mean (a) all shares of Common Stock held by the Sponsor as of
immediately following the closing of the Business Combination, (b) all Warrants held by the Sponsor Parent as of immediately
following the closing of the Business Combination, (c) all shares of Common Stock issuable upon the exercise of any Warrants
referred to in clause (b), (d) the Business Combination Shares held by the New Holders as of the date of this Agreement and (e) any
equity securities of the Company or subsidiary of the Company that may be issued or distributed or be issuable with respect to the
securities referred to in clauses (a), (b), (c) or (d) by way of conversion, dividend, stock split or other distribution, merger,
consolidation, exchange, recapitalization or reclassification or similar transaction, in each case held by any Holder; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall
have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) following the third anniversary of this Agreement,
such securities may be sold without registration pursuant to Rule 144 under the Securities Act (but without the requirement to
comply with any limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public
distribution or other public securities transaction.


 






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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a)              
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the shares of Common Stock or other Registrable Securities are then listed;


 


(b)              
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the
Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(c)              
printing, messenger, telephone and delivery expenses;


 


(d)              
reasonable fees and disbursements of counsel for the Company;


 


(e)              
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(f)               
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration in the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.


 


“Registration
Statement” shall mean any registration statement filed by the Company that covers the Registrable Securities pursuant to
the provisions of this Agreement, including the prospectus included in such registration statement, amendments (including post-effective
amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.2.1.


 


“Resale Shelf
Registration Statement” shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Preamble.


 






    4


     


    

 


“Sponsor Parent”
shall have the meaning given in the Preamble.


 


“Subscription
Agreements” shall mean the several subscription agreements entered into by the Company, each dated as of the date of the
Merger Agreement, providing for the issuance to certain investors of Common Stock in connection with the consummation of the transactions
contemplated by the Merger Agreement.


 


“Transfer”
shall mean, with respect to any security, any interest therein, or any other securities or equity interests relating thereto, a direct
or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the
grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to
judicial process or otherwise. “Transferred” shall have a correlative meaning.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Demand Registration” shall mean an underwritten public offering of Registrable Securities pursuant to a Demand Registration,
as amended or supplemented, that is a fully marketed underwritten offering that requires Company management to participate in “road
show” presentations to potential investors requiring substantial marketing effort from management over multiple days, the issuance
of a “comfort letter” by the Company’s auditors, and the issuance of legal opinions by the Company’s legal counsel.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Underwritten
Takedown” shall mean an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration
Statement, as amended or supplemented that requires the issuance of a “comfort letter” by the Company’s auditors and
the issuance of legal opinions by the Company’s legal counsel.


 


“Warrants”
shall have the meaning given in the Preamble.


 


Article
2 

REGISTRATIONS


 


2.1             
Resale Shelf Registration Rights.


 


2.1.1        Registration
Statement Covering Resale of Registrable Securities. Subject to compliance by the Holders
with subsection 3.3, the Company shall use its commercially reasonable efforts to prepare and file or cause to be prepared
and filed with the Commission, within thirty (30) calendar days following the Closing Date (the “Filing
Deadline”), a Registration Statement on Form S-3 or similar short form registration statement that may be
available at such time or its successor form, or, if the Company is ineligible to use
Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to
Rule 415 of the Securities Act registering the resale from time to time pursuant to any method or combination of methods legally
available to, and requested by, the Holders of all of the Registrable Securities then held by such Holders that are not then covered
by an effective resale registration statement (the “Resale Shelf Registration Statement”). The Company
shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as
practicable after filing, but in any event no later than the earlier of (i) ninety (90) days (or one hundred twenty (120) days if
the Commission notifies the Company that it will “review” the Registration Statement) after the date of this Agreement
and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review (such
deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness
Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness
Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business, and, once
effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the
expiration of the Effectiveness Period. In the event that the Company files a Form S-1 pursuant to
this Section 2.1, the Company shall use commercially reasonable efforts to convert the Form S-1 to a
Form S-3 as soon as practicable after the Company is eligible to use Form S-3.


 






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2.1.2       
Notification and Distribution of Materials. The Company shall notify the Holders in writing of the effectiveness
of the Resale Shelf Registration Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration
Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus
and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or
such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner
described in the Resale Shelf Registration Statement.


 


2.1.3       
Amendments and Supplements. Subject to the provisions of subsection 2.1.1, the Company shall promptly
prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and
prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period.


 


2.1.4       
Notice of Certain Events. The Company shall promptly notify the Holders in writing of any request by the Commission
for any amendment or supplement to, or additional information in connection with, the Resale Shelf Registration Statement required to
be prepared and filed hereunder (or prospectus relating thereto). The Company shall promptly notify each Holder in writing of the filing
of the Resale Shelf Registration Statement or any prospectus, amendment or supplement related thereto or any post-effective amendment
to the Resale Shelf Registration Statement and the effectiveness of any post-effective amendment.


 


2.1.5        Underwritten
Takedown. If the Company shall receive a request from the Holders of Registrable Securities with an estimated market value of at
least $35,000,000 that the Company effect a Underwritten Takedown of all or any portion of the requesting holder’s Registrable
Securities, then the Company shall promptly give notice of such requested Underwritten Takedown at least three (3) Business
Days prior to the anticipated filing date of the prospectus or supplement relating to such Underwritten Takedown to the other
Holders and thereupon shall use commercially reasonable efforts to effect, as expeditiously as practicable, the offering in such
Underwritten Takedown of:


 






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(a)              
subject to the restrictions set forth in Section 2.3, all Registrable Securities for which the requesting
holder has requested such offering under this subsection 2.1.5, and


 


(b)              
subject to the restrictions set forth in Section 2.3, all other Registrable Securities that any Holders
have requested the Company to offer by request received by the Company within one (1) Business Day after such holders receive the
Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with
the intended methods thereof as aforesaid) of the Registrable Securities so to be offered.


 


(c)              
Promptly after the expiration of the one-Business Day-period referred to in subsection 2.1.5(b),
the Company will notify all selling holders of the identities of the other selling holders in the Underwritten Takedown and the number
of shares of Registrable Securities requested to be included therein.


 


(d)              
The Company shall only be required to effectuate one Underwritten Takedown pursuant to this Agreement within any six-month period
and not more than five times in the aggregate.


 


2.1.6       
Block Trade. If the Company shall receive a request from the Holders of Registrable Securities with an estimated
market value of at least $15,000,000 that such holders wish to effect the sale of all or any portion of the Registrable Securities in
a Block Trade, then the Company shall, as expeditiously as practicable, use commercially reasonable efforts to facilitate the offering
of such Registrable Securities for which such requesting holder has requested in such Block Trade, and in any event, within 72 hours of
receipt of such request. A Holder of Registrable Securities in the aggregate may demand no more than two Block Trades pursuant to this
Section 2.1.6 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.1.6
shall not be counted as a demand for an Underwritten Takedown pursuant to Section 2.1.5.


 


2.1.7        Withdrawal.
Holders of majority-in-interest of the Registrable Securities included in an Underwritten Takedown may elect to withdraw
from such Underwritten Takedown by giving written notice to the Company and the Underwriter or Underwriters of their request to
withdraw prior to the public announcement of such Underwritten Takedown, in which case, such withdrawn Underwritten Takedown will
count as an Underwritten Takedown for the purposes of subsection 2.1.5(d) unless the withdrawing holders
reimburse the Company for all Registration Expenses with respect to such Underwritten
Takedown; provided, however, that if at the time of such withdrawal, the withdrawing holders have learned of
a material adverse change in the condition, business or prospects of the Company from that known to the holders at the time of their
request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse
change, then the withdrawing holders shall not be required to pay any of such expenses and shall retain their rights pursuant
to subsection 2.1.5(d). Following the receipt of a notice of withdrawal, the Company shall promptly forward such notice
to any other holders that had elected to participate in such Underwritten Takedown. The Company shall be responsible for the
Registration Expenses incurred in connection with an Underwritten Takedown prior to its withdrawal under this subsection
2.1.7, other than if a holder elects to pay such Registration Expenses pursuant to this subsection 2.1.7.


 






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2.1.8       
Selection of Underwriters. In connection with an Underwritten Takedown, the Company shall have the right to select
the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the
prior reasonable approval by the selling holder(s) (which approval shall not be unreasonably withheld, conditioned or delayed). The Company
shall enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Takedown, including, if
necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting
arrangements with the Financial Industry Regulatory Authority, Inc. No holder participating in an Underwritten Takedown shall be required
to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties
or agreements regarding such holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the
securities being registered on its behalf, its intended method of distribution and any other representation required by law.


 


2.1.9       
Underwritten Takedowns effected pursuant to this Section 2.1 shall be counted as Demand Registrations
effected pursuant to Section 2.2.


 


2.2             
Demand Registration.


 


2.2.1        Request
for Registration. Subject to compliance with Section 3.4 hereof, if there is not an effective Resale Shelf Registration
Statement available for the resale for the Registrable Securities pursuant to Section 2.1, at any time and from time to time
on or after the date that is 180 days from the consummation of the Business Combination, the Holders who hold at least a majority in
interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a
written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and
type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a
 “Demand Registration”). The Company shall, within five (5) days of the Company’s receipt of
the Demand Registration, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all
or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder
that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the
notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company,
such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall use its commercially reasonable efforts to effect, as soon thereafter as practicable, the
Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand
Registration. Under no circumstances shall the Company be obligated pursuant to this Agreement to take any action to effect: (1) any
such Demand Registration for less than $30,000,000 worth of the Company’s then outstanding Common Stock, (2) more than one (1)
Demand Registration during any six-month period, (3) more than three (3) Demand Registrations in total pursuant to this Section
2.2.1, or (4) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the
Commission pursuant to Section 2.1.


 






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2.2.2       
Effective Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this
Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (b) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the
Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) business days, of such election; provided, further, that
the Company shall not be obligated or required to file another Registration Statement until a Registration Statement that has been filed
is counted as a Demand Registration or is terminated.


 


2.2.3       
Underwritten Demand Registration. If a majority-in-interest of the Demanding Holders so advise the Company as part
of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form
of an Underwritten Demand Registration, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable
Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion
of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing
to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such underwriting by the Company (which shall consist of one or more reputable nationally recognized investment
banks), subject to the prior reasonable approval by the Demanding Holder(s) (which approval shall not be unreasonably withheld, conditioned
or delayed). The parties agree that, in order to be effected, any Underwritten Demand Registration must result in aggregate proceeds to
the selling shareholders of at least $35,000,000.


 


2.2.4        Withdrawal.
A majority-in-interest of the Demanding Holders may elect to withdraw from such Demand Registration by giving written
notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration, in which case, such withdrawn Demand
Registration will count as a Demand Registration for the purposes of subsection 2.2.1 unless the withdrawing
Holders reimburse the Company for all Registration Expenses with respect to such Demand
Registration; provided, however, that if at the time of such withdrawal, the withdrawing Holders have
learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the
time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material
adverse change, then the withdrawing Holders shall not be required to pay any of such expenses and shall retain their rights
pursuant to subsection 2.1.5(b). Following the receipt of a notice of withdrawal, the Company shall promptly
forward such notice to any other Holders that had elected to participate in such Demand Registration. The Company shall be
responsible for the Registration Expenses incurred in connection with a Demand Registration prior to its withdrawal under
this subsection 2.2.4, other than if a Holder elects to pay such Registration Expenses pursuant to
this subsection 2.2.4.


 






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2.3             
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration conducted
pursuant to this Agreement advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that, in such Underwriters’
opinion, the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to
sell, taken together with all other securities of the Company that the Company desires to sell and the shares of Common Stock, if any,
as to which a Registration has been requested pursuant to separate written contractual piggyback registration rights held by any other
shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration, regardless of the number
of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (a), the securities of the Company that the Company desires to sell for its own account; and (c) any securities of
the Company for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with
such persons as to which “piggyback” registration has been requested by the holders thereof that can be sold without exceeding
the Maximum Number of Securities.


 


2.4             
Piggyback Registration.


 


2.4.1        Piggyback
Rights. If, at any time, subject to compliance by the Holders with Section 3.3, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for equityholders of the Company for
their account (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section
2.2 hereof (subject to Section 2.3)), other than a Registration Statement (a) filed in connection with any employee stock
option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing
stockholders, (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment
plan, or (e) for a corporate reorganization or transaction under Rule 145 of the Securities Act, then the Company shall give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven (7)
days before the anticipated filing date of such Registration Statement, which notice shall (i) describe the amount and type of
securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (ii) offer to all of the Holders of Registrable Securities the
opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3)
business days after receipt of such written notice (a “Piggyback Registration”). The Company shall
cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the
managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be
included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All
holders proposing to distribute their securities through a Piggyback Registration shall enter into an underwriting agreement in
customary form with the Underwriter(s) selected for such Piggyback Registration.


 






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2.4.2       
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration
that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that, in such Underwriters’ opinion, the dollar amount or number of securities of the Company that the Company desires
to sell for its own account, taken together with securities of the Company, if any, as to which Registration has been demanded pursuant
to written contractual arrangements with persons other than the Holders of Registrable Securities hereunder, and the Registrable Securities
as to which Registration has been requested pursuant this Section 2.4, exceeds the Maximum Number of Securities, then the Company
shall include in any such Registration:


 


(a)              
If the Registration is undertaken for the Company’s account: (i) first, the securities of the Company that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities as to which Registration has been
requested pursuant to the terms of this Agreement which can be sold without exceeding the Maximum Number of Securities; and (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the securities of the
Company for the account of other persons that the Company is obligated to register pursuant to written contractual piggyback registration
rights with such persons, other than pursuant to this Agreement, which can be sold without exceeding the Maximum Number of Securities;
and


 


(b)               If
the Registration is undertaken as a demand pursuant to contractual rights with the Company other than this Agreement: (i) first, the
securities of the Company for the account of the persons entitled to such contractual rights making such demand that can be sold
without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to the terms of this Agreement that can be sold without exceeding the Maximum Number of Securities, Pro Rata;
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the
securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and
(iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and
(iii), the securities of the Company for the account of any other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum
Number of Securities.


 






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2.4.3       
Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration, if such offering is pursuant to a Demand Registration, or prior to the public announcement of the offering,
if such offering is pursuant to an Underwritten Takedown or similar transaction. The Company (whether on its own determination or as the
result of a withdrawal by persons pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior
to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be
responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection
2.4.3.


 


2.5             
Lock-up. The Company agrees and shall cause each director and officer (that
makes filings pursuant to Section 16 of the Exchange Act) of the Company, along with any affiliated trust holding securities controlled
by or for the benefit of such directors and officers or any other entity holding equity interests of the Company over which any such director
or officer exercises dispositive control with respect to such equity securities of the Company, to agree, that, in connection with each
sale of Registrable Securities pursuant to Section 2.1 or Section 2.2 conducted as an Underwritten Offering, if
requested, to become bound by and to execute and deliver a customary lock-up agreement with the Underwriter(s) of such offering
restricting such applicable person’s or trust’s right to (a) Transfer, directly or indirectly, any equity securities
of the Company held by such person or entity or (b) enter into any swap or other arrangement that transfers to another any of the
economic consequences of ownership of such securities during the period commencing on the date of the final prospectus relating to such
offering and ending on the date specified by the Underwriters (such period not to exceed ninety (90) days). The terms of such lock-up agreements
shall be negotiated among the applicable Holders, the Company and the Underwriters and shall
include customary exclusions from the restrictions on Transfer set forth therein.


 


Article
3 

COMPANY PROCEDURES


 


3.1             
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company
is required to effect the Registration of Registrable Securities, the Company shall use commercially reasonable efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant
thereto the Company shall, as expeditiously as practicable:


 






    12


     


    

 


3.1.1       
 use commercially reasonable efforts to prepare and file with the Commission as soon as practicable a Registration Statement
with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become
effective and use commercially reasonable efforts to keep it effective until all Registrable Securities covered by such Registration Statement
have been sold; provided, however, that the Company shall have the right to defer any Demand Registration for up to ninety
(90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration under this Agreement
to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief
Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental
to the Company and its stockholders for such Registration Statement to be effected at such time;


 


3.1.2       
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such
supplements to the prospectus, as may be requested by any holder that holds at least 5% of the Registrable Securities registered on such
Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement
effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the prospectus or such securities have been withdrawn (the “Effectiveness
Period”);


 


3.1.3       
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to
the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel,
copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement
(including each preliminary prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included
in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4        prior
to any public offering of Registrable Securities, use commercially reasonable efforts to (a) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such
registration or qualification) and (b) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of
Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service
of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 






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3.1.5       
use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or
automated quotation system on which similar securities issued by the Company are then listed;


 


3.1.6       
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than
the effective date of such Registration Statement;


 


3.1.7       
advise each seller of such Registrable Securities, promptly after it shall receive written notice or obtain knowledge thereof,
of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.8       
at least five (5) days prior to the filing of any Registration Statement or prospectus or any amendment or supplement to
such Registration Statement or prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each seller
of such Registrable Securities or its counsel;


 


3.1.9       
comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders,
as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


3.1.10   
permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating
Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such
person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees
to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the
Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form
and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11   
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event
of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.12    on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;


 






    14


     


    

 


3.1.13   
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing Underwriter of such offering;


 


3.1.14   
with respect to an Underwritten Offering, if the Registration involves the Registration of Registrable Securities with an
aggregate offering price (before deduction of underwriting discounts) in excess of $50,000,000, use commercially reasonable efforts to
make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably
requested by the Underwriter in any Underwritten Offering; and


 


3.1.15   
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders, in connection with such Registration.


 


Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if
such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering
or other coordinated offering that is registered pursuant to a Registration Statement.


 


3.2             
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number
of Registrable Securities that such Holders have sold in such Registration.


 


3.3             
Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not timely provide the Company with any requested information in connection with an Underwritten Offering, the Company
may exclude such Holder’s Registrable Securities from the applicable Registration Statement if the Company determines, based on
the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold
such information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on
the basis provided in any arrangements approved by the Company and (ii) timely completes and executes all customary questionnaires, powers
of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required
under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3
shall not affect the registration of the other Registrable Securities to be included in such Registration.


 






    15


     


    

 


3.4             
 Information. The Holders of Registrable Securities shall promptly provide such information as may reasonably be
requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including
amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act and in
connection with the Company’s obligation to comply with Federal and applicable state securities laws.


 


Article
4 

INDEMNIFICATION AND CONTRIBUTION


 


4.1             
Indemnification.


 


4.1.1       
The Company agrees to indemnify, to the extent permitted by law, each Holder and each of their respective affiliates and
each of their respective officers, employees, directors, partners, members, attorneys and agents, and each person, if any, who controls
a Holder (within the meaning of the Securities Act or the Exchange Act) against all losses, claims, damages, liabilities and reasonable
expenses (including reasonable outside attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar
as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein
or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable
Securities in accordance with the plan of distribution contained in the prospectus.


 


4.1.2       
In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement
or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person
who controls the Company (within the meaning of the Securities Act or the Exchange Act) against any losses, claims, damages, liabilities
and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained
in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use
therein or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell
the Registrable Securities in accordance with the plan of distribution contained in the prospectus; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of
each such Holder shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Registration Statement.


 


4.1.3        Any
person or entity entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so
paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 






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4.1.4       
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities. The Company and each Holder participating in an offering also agrees to make such provisions as are
reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification
is unavailable for any reason.


 


4.1.5        If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.


 






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Article
5 

UNDERWRITING AND DISTRIBUTION


 


5.1             
Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act
and the Exchange Act and shall take such further action as the Holders of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission.


 


Article
6 

MISCELLANEOUS


 


6.1             
Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery
in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail or facsimile. Each
notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case
of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any
notice or communication under this Agreement must be addressed to the parties as follows:


 


	 	If to the Company:
	 	 
	 	NuScale Power Corp.
	 	6650 SW Redwood Lane
	 	Suite 210
	 	Portland, OR 97224
	 	Attention:	General Counsel
	 	Email:	generalcounsel@nuscalepower.com
	 	 
	 	With copies (which shall not constitute notice) to:
	 	 
	 	Gibson, Dunn & Crutcher LLP
	 	3161 Michelson Drive
	 	Irvine, CA 92612
	 	Attention:	David C. Lee
	 	 	John M. Williams III
	 	 	Evan M. D’Amico




 






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	 	E-mail:	 DLee@GibsonDunn.com
	 	 	JWilliams@GibsonDunn.com
	 	 	EDAmico@GibsonDunn.com
	 	 
	 	Stoel Rives LLP
	 	760 SW Ninth Avenue
	 	Suite 3000
	 	Portland, OR 97205
	 	Attention:	Jason M. Brauser
	 	 	James M. Kearney
	 	E-mail:	Jason.brauser@stoel.com
	 	 	Jim.kearney@stoel.com
	 	 
	 	If to the Sponsor or Sponsor Parent:
	 	 
	 	2100 McKinney Ave, Suite 1675
	 	Dallas, TX 75201
	 	Attention: Christopher Sorrells
	 	Email: chris.sorrells@sv-ac.com
	 	 
	 	with a copy (which shall not constitute notice) to:
	 	 
	 	Kirkland & Ellis LLP
	 	609 Main Street
	 	Houston, Texas 77002
	 	Attention:	Matthew R. Pacey
	 	Email:	matt.pacey@kirkland.com




 


If to any Holder,
at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address
for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2              Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and any of the rights, duties and obligations of the Holders
hereunder may be freely assigned or delegated, in whole or in part, by such Holder in conjunction with and to the extent of any
Transfer of any Registrable Security by any such Holder to a Permitted Transferee(s). This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the
Holders and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on
any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2. The rights
of a Holder under this Agreement may be Transferred, in whole or in part, by such Holder to a transferee who acquires or holds any
Registrable Security; provided, however, that such transferee has executed and delivered to the Company a properly completed
agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (a
 “Joinder”), and the transferor shall have delivered to the Company no later than five (5) business days
following the date of the Transfer, written notification of such Transfer setting forth the name of the transferor, the name and
address of the transferee, and the number of Registrable Securities so Transferred. The execution of a Joinder shall constitute a
permitted amendment of this Agreement.


 






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6.3             
Amendments and Modifications. Upon the written consent of the Company and the holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects a Holder, solely in his, her or its capacity as a holder of
the securities of the Company, in a manner that is materially different from other Holders (in such capacity) shall require the consent
of such Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay
on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company.


 


6.4             
Other Registration Rights and Arrangements. Other than with respect to the Subscription Agreements, the Company represents
and warrants that no person, other than a holder of the Registrable Securities has any right to require the Company to register any of
the Company’s share capital or capital stock for sale or to include the Company’s share capital or capital stock in any registration
filed by the Company for the sale of shares for its own account or for the account of any other person. The parties hereby terminate the
Original RRA, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement. The
Company shall not hereafter enter into any agreement with respect to its securities that would provide to such holder registration rights
on a basis more favorable than the registration rights granted to the Holders in this Agreements or violate the rights granted to the
Holders in this Agreement, and in the event of any conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail.


 


6.5             
Term. This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement
or (b) the date as of which there shall be no Registrable Securities outstanding; provided further that with respect to any Holder, such
Holder will have no rights under this Agreement and all obligations of the Company to such Holder under this Agreement shall terminate
upon the date that such Holder no longer holds Registrable Securities.


 


6.6             
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.7              Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an
original, and all of which together shall constitute the same instrument, but only one of which need be produced. 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)).


 






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6.8             
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties,
whether oral or written, including, without limitation, the Original RRA.


 


6.9             
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR IN CONNECTION WITH ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION HEREWITH OR THEREWITH (WHETHER
AT LAW OR IN EQUITY, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT
REGARD TO THE CHOICE OR CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


6.10          Consent
to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof,
(a) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware
located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state or federal
courts located in the State of Delaware for the purpose of any suit, action or other proceeding described
in Section 6.9; (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and
agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is
improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and (c) hereby agrees
not to commence or maintain any such action other than before one of the above-named courts nor to make any motion or take any other
action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named
courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (i) consents to
service of process in any action described in this Section 6.10 in any manner permitted by Delaware law,
(ii) agrees that service of process made in accordance with clause (i) or made by overnight delivery by a nationally
recognized courier service addressed to a party’s address specified pursuant to Section 6.1 shall
constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as
a defense or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does
not constitute good and valid service of process. Notwithstanding the foregoing in this Section 6.10, a party may
commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by
one of the above-named courts.


 






    21


     


    

 


6.11         
WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY
IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR
RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR OR SPONSOR PARENT IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


6.12         
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.


 


6.13         
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the
right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party,
and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed
a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 


6.14         
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether
for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


[SIGNATURE PAGES FOLLOW]


 


 






    22


     


    

 



 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	NUSCALE POWER CORP.
	 	 
	 	By:	/s/ Robert K. Temple
	 	Name:  	Robert K. Temple
	 	Title:	 General Counsel & Secretary




 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






     


     


    

 


	 	HOLDERS:
	 	 
	 	SPRING VALLEY ACQUISITION SPONSOR, LLC
	 	 
	 	By:	/s/ David Levinson
	 	Name:  	David Levinson
	 	Title:	Corporate Secretary
	 	 
	 	SPRING VALLEY ACQUISITION SPONSOR SUB, LLC
	 	 
	 	By:	/s/ David Levinson
	 	Name:	David Levinson
	 	Title:	Corporate Secretary





 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




     


     


    




 


	 	NEW HOLDERS:




 


	 	FLUOR ENTERPRISES, INC.






 





	 	By: 	/s/ Joseph L. Brennan
	 	Name:	Joseph L. Brennan
	 	Title:	EVP & Chief Financial Officer 


 


	 	JAPAN NUSCALE INNOVATION, LLC
	 	 
	 	By: 	/s/
    Yasuharu Kimura
	 	Name: 	Yasuharu Kimura
	 	Title:	Chairperson of the Board
	 	 
	 	GS ENERGY NA INVESTMENTS, INC.
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	NEXT TECH 3 NEW TECHNOLOGY INVESTMENT FUND
	 	 
	 	By: Its Co-General Partner
	 	 
	 	BH INVESTMENT AND LIBERTY LTD.
	 	 
	 	By:	/s/ Dae Seok Bae
	 	Name: 	Dae Seok Bae
	 	Title:	Director
	 	 
	 	By: Its Co-General Partner
	 	 
	 	SB PARTNERS CO., LTD.
	 	 
	 	By:	/s/ Won Yong Jung
	 	Name: 	Won Yong Jung
	 	Title:	Representative Director
	 	 
	 	By: Its Co-General Partner
	 	 
	 	SAC PARTNERS CO., LTD.
	 	 
	 	By: 	/s/ Changson Sow
	 	Name 	Changson Sow
	 	Title:	Representative Director
	 	 



 


[Signature Page to Amended and Restated Registration
Rights Agreement]




 









     


     


    

 





	 	NEXT TECH 1 NEW TECHNOLOGY INVESTMENT FUND
	 	 
	 	By: Its Co-General Partner,
	 	 
	 	IBK SECURITIES CO., LTD.
	 	 
	 	By: 	Its Co-General Partner
	 	Name: 	Sean Kangyeon Lee
	 	Title:	Head of PE Department
	 	 
	 	By: Its Co-General Partner,
	 	 
	 	BH INVESTMENT AND LIBERTY LTD.
	 	 
	 	By: 	Its Co-General Partner
	 	Name: 	Dae Seok Bae
	 	Title:	Director
	 	 
	 	DOOSAN ENERBILITY CO., LTD.
	 	 
	 	By: 	/s/ Sanghyun Park
	 	Name: 	Sanghyun Park
	 	Title:	President
	 	 
	 	SARGENT & LUNDY NUHOLDINGS, L.L.C.
	 	 
	 	By: 	/s/ Michael E. Helmimski
	 	Name: 	Michael E. Helmimski
	 	Title:	Secretary
	 	 
	 	SAMSUNG C&T CORPORATION
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	NUSCALE KOREA HOLDINGS LLC
	 	 
	 	By: 	General Partner
	 	Name: 	Duck Kyun Kim
	 	Title:	Head of PE Division 


 


[Signature Page to Amended and Restated Registration
Rights Agreement]






 






     


     


    

  


EXHIBIT A


 


Joinder


 


This Joinder (“Joinder”)
is executed on                    ,
20    , by the undersigned (the “New Holder”) pursuant to the terms of that certain Amended
and Restated Registration Rights Agreement, dated as of May 2, 2022 (the “Agreement”), by and among NuScale
Power Corp., a Delaware corporation (formerly known as Spring Valley Acquisition Corp., a Cayman Islands exempted company) (the “Company”),
and the Holders identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized
terms used but not defined in this Joinder shall have the respective meanings ascribed to such terms in the Agreement. By the execution
of this Joinder, the New Holder hereby agrees as follows:


 


1. Acknowledgment.
New Holder acknowledges that New Holder is acquiring certain equity securities of the Company (the “Shares”)
as a transferee of such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement,
and after such transfer, New Holder shall be considered a holder of Registrable Securities (a “Holder”) for all purposes under
the Agreement.


 


2. Agreement.
New Holder hereby (a) agrees that the Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the
Agreement with the same force and effect as if the New Holder were originally a party thereto.


 


3. Notice. Any
notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s
signature below.


 


	NEW HOLDER:	 	ACCEPTED AND AGREED:
	 	 	 
	Print Name:	 	 	COMPANY
	 	 	 
	By:	 	 	By:	 
	 	 	 
	Address: