Common use of Board Appointment Rights Clause in Contracts

Board Appointment Rights. (a) In the event that immediately following the consummation of the transactions contemplated by the EPCA, DBSI and its Affiliates beneficially own fifteen percent (15%) or more (excluding any shares of Common Stock held by DBSI and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, DBSI shall have the right to designate a nominee (the “DBSI Nominee”) to serve on the Board of Directors of the Company; provided, however, such DBSI Nominee must be (i) “independent”, as defined within the meaning of the NASDAQ Marketplace Rules, (ii) not employed by or affiliated with DBSI or the Principal Additional Investor and (iii) approved by a majority of the members of the Board of Directors of the Company. The Board of Directors of the Company shall promptly appoint such DBSI Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed. (b) In the event that immediately following the consummation of the transactions contemplated by the EPCA, either (i) DBSI and its Affiliates or (ii) the Principal Additional Investor and its Affiliates beneficially own thirty percent (30%) or more (excluding any shares of Common Stock held by DBSI and its Affiliates or the Principal Additional Investor and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, the DBSI Nominee and the Silver Point Nominee (as defined in the Principal Additional Investor Standstill Agreement) shall jointly have the right to designate an additional nominee who meets the requirements set forth in the proviso to Section 3.2(a) above (the “Investor Nominee”) to serve on the Board of Directors of the Company. Notwithstanding the foregoing, in the event that the Principal Additional Investor owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock immediately following the consummation of the transactions contemplated by the EPCA, such Investor Nominee shall be designated by DBSI, subject to the proviso set forth in Section 3.2(a) above. The Board of Directors of the Company shall promptly appoint such Investor Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed. (c) The provisions of this Article III shall be of no further force or effect (A) with respect to the right to designate any Nominee, unless (x) the identity of the Nominee and (y) all reasonable information concerning the Nominee requested by the Company is provided to the Company no earlier than 75 days nor later than 90 days following the date hereof and (B) on and after the date that all Nominees which are entitled to be appointed to the Board pursuant to this Article III have been so appointed.

Board Appointment Rights. (a) In the event that immediately following the consummation of the transactions contemplated by the EPCA, DBSI Silver Point and its Affiliates beneficially own fifteen percent (15%) or more (excluding any shares of Common Stock held by DBSI Silver Point and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, DBSI Silver Point shall have the right to designate a nominee (the “DBSI Silver Point Nominee”) to serve on the Board of Directors of the Company; provided, however, such DBSI Silver Point Nominee must be (i) “independent”, as defined within the meaning of the NASDAQ Marketplace Rules, (ii) not employed by or affiliated with Silver Point or DBSI or the Principal Additional Investor and (iii) approved by a majority of the members of the Board of Directors of the Company. The Board of Directors of the Company shall promptly appoint such DBSI Silver Point Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed. (b) In the event that immediately following the consummation of the transactions contemplated by the EPCA, either (i) DBSI Silver Point and its Affiliates or (ii) the Principal Additional Investor DBSI and its Affiliates beneficially own thirty percent (30%) or more (excluding any shares of Common Stock held by DBSI Silver Point and its Affiliates or the Principal Additional Investor DBSI and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, the DBSI Silver Point Nominee and the Silver Point DBSI Nominee (as defined in the Principal Additional Investor DBSI Standstill Agreement) shall jointly have the right to designate an additional nominee who meets the requirements set forth in the proviso to Section 3.2(a) above (the “Investor Nominee”) to serve on the Board of Directors of the Company. Notwithstanding the foregoing, in the event that the Principal Additional Investor DBSI owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock immediately following the consummation of the transactions contemplated by the EPCA, such Investor Nominee shall be designated by DBSISilver Point, subject to the proviso set forth in Section 3.2(a) above. The Board of Directors of the Company shall promptly appoint such Investor Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed. (c) The provisions of this Article III shall be of no further force or effect (A) with respect to the right to designate any Nominee, unless (x) the identity of the Nominee and (y) all reasonable information concerning the Nominee requested by the Company is provided to the Company no earlier than 75 days nor later than 90 days following the date hereof and (B) on and after the date that all Nominees which are entitled to be appointed to the Board pursuant to this Article III have been so appointed.

Board Appointment Rights. (a) In the event that immediately following the consummation of the transactions contemplated by the EPCA, DBSI and its Affiliates beneficially own fifteen percent (15%) or more (excluding At any shares of Common Stock held by DBSI and its Affiliates time prior to the date hereofMerger Closing but after obtaining CFIUS Approval, the Investor shall be entitled to nominate one (1) of the Shares of Then Outstanding Capital Stock, DBSI shall have the right to designate a nominee manager (the “DBSI Manager Nominee”) to serve on the Board board of Directors managers of NuScale LLC. Subject to Section 1(c), Section 1(d) and Section 4 of this Letter Agreement, and so long as a Loss of Majority Control has not occurred, Fluor shall in its capacity as the Company; provided, however, such DBSI Nominee must be (i) “independent”, as defined within the meaning holder of the NASDAQ Marketplace Rules, (ii) not employed by or affiliated with DBSI or the Principal Additional Investor and (iii) approved by a majority of NuScale LLC’s Common Units and Preferred Units, voting together as a single class on an “As-Converted Basis” (as defined in NuScale LLC’s fifth amended and restated operating agreement entered into as of April 1, 2021 (as may be amended from time to time, the members “Operating Agreement”)), designate the Manager Nominee to be one of the Board of Directors “At Large Managers” as defined in Section 5.2(b)(iii) of the Company. The Board Operating Agreement; provided however that, if a Loss of Directors Majority Control (as defined below) has occurred, then Fluor shall use its commercially reasonable efforts to designate the Manager Nominee to be one of the Company At Large Managers. (b) At any time after the Merger Closing and after obtaining CFIUS Approval, the Investor shall promptly appoint such DBSI be entitled to nominate one (1) director (the “Director Nominee”) to the board of directors of NuScale Corp (the “Board”). Subject to Section 1(c), Section 1(d) and Section 4 of this Letter Agreement, Fluor shall vote its shares in favor of electing the Director Nominee to serve the Board and otherwise use its commercially reasonable efforts to cause the Director Nominee to be elected to the Board as soon as practicable upon obtaining CFIUS Approval; provided however, that nothing contained herein shall require Fluor or any NuScale Corp. director to act in breach of any duties (including fiduciary duties) imposed on such party by applicable laws or regulations, stock exchange listing rules or any internal policies and procedures. (c) Upon the death, disability, retirement, resignation, withdrawal, or removal of a Director Nominee that is appointed as a director of the Company for Board, the remainder Investor shall be entitled to nominate a replacement director (the “Replacement Director Nominee” and collectively with the Manager Nominee and the Director Nominee, the “Nominees”) and, so long as a Loss of Majority Control has not occurred, Fluor shall take such action as may be required to cause such Replacement Director Nominee to be appointed to the term Board, including voting its shares in favor of electing such class Replacement Director Nominee to the Board; provided however, (i) that nothing contained herein shall require Fluor or any NuScale Corp director to act in breach of directors any duties (including fiduciary duties) imposed on such party by applicable laws or regulations, stock exchange listing rules or any internal policies and procedures, and (ii) if a Loss of Majority Control has occurred, then Fluor shall use its commercially reasonable efforts to cause the Replacement Director Nominee to be appointed to the Board, including voting its shares in which favor of electing such nominee is appointedReplacement Director Nominee to the Board. (bd) In The Investor shall notify the event that immediately following the consummation Company of the transactions contemplated by identity of its Nominees under Section 1(a), Section 1(b) and Section 1(c), and such Nominees shall be subject to the EPCAapproval of the Company’s nominating and corporate governance committee (such approval not to be unreasonably withheld, either delayed or conditioned) after taking into account, among other things: (i) DBSI to the extent applicable, the rules, requirements, policies and its Affiliates or recommendations of the Nasdaq stock exchange, New York Stock Exchange, the U.S. Securities and Exchange Commission, Institutional Shareholder Services, Gxxxx-Xxxxx, and other proxy advisory services and legal authorities (including the need to have a minimum number of female and diverse board members); (ii) any conflicts of interest or competitive activities that the Principal Additional Nominee has that would prevent the candidate from effectively serving on the board; and (iii) the Nominee’s willingness to comply with the Company’s code of ethics, policies and rules. (e) For so long as the Investor and its Affiliates beneficially own thirty percent (30%) owns any of the Common Units or more (excluding any shares Preferred Units of NuScale LLC or Common Stock held by DBSI and its Affiliates or the Principal Additional Investor and its Affiliates prior to the date hereof) of the Shares of Then Outstanding Capital Stock, the DBSI Nominee and the Silver Point Nominee (as defined in the Principal Additional Investor Standstill Agreement) shall jointly have the right to designate an additional nominee who meets the requirements set forth in the proviso to Section 3.2(a) above (the “Investor Nominee”) to serve on the Board of Directors of the Company. Notwithstanding the foregoingNuScale Corp, in the event that the Principal Additional Investor owns (i) Fluor proposes to sell, assign or otherwise transfer its Common Units and Preferred Units of NuScale LLC or Common Stock of NuScale Corp to an unaffiliated third-party and (ii) such sale, assignment or transfer would result in a Loss of Majority Control (defined below), then Fluor shall promptly, and in any event no less than fifteen twenty (20) Business Days prior to any such proposed sale, assignment or transfer, notify the Investor of such proposed sale. “Loss of Majority Control” means that Fluor and its affiliates beneficially own less than fifty percent (1550%) of the Shares of Then Outstanding Capital Stock immediately following the consummation of the transactions contemplated by the EPCAof, such Investor Nominee shall be designated by DBSI, subject to the proviso set forth in Section 3.2(a) above. The Board of Directors of the Company shall promptly appoint such Investor Nominee to serve as a director of the Company for the remainder of the term of such class of directors in which such nominee is appointed. (c) The provisions of this Article III shall be of no further force or effect (A) with respect to the right to designate any Nominee, unless (x) the identity of the Nominee and (y) all reasonable information concerning the Nominee requested by the Company is provided if prior to the Company no earlier than 75 days nor later than 90 days following Merger Closing, the date hereof outstanding Common Units and Preferred Units (Bmeasured on an As-Converted Basis) on of NuScale LLC or (z) if from and after the date that all Nominees Merger Closing, the number of outstanding shares of Common Stock of NuScale Corp. “Common Stock” means, collectively, the shares of Class A common stock, with the par value of $0.0001 per share, of NuScale Corp (the “Class A Common Stock”) and the shares of Class B common stock, with the par value of $0.0001 per share of NuScale Corp (the “Class B Common Stock”) immediately after the Merger Closing or any shares of capital stock into which are entitled to be appointed to the Board pursuant to this Article III have been so appointed.such shares of Common Stock may become exchangeable or convertible as a result of any merger, consolidation, reclassification, recapitalization or reorganization of NuScale Corp.